A Puff of Responsibility
by minimateking30
Summary: Peter Parker thinks he has lost it all when he moves from New York to Townsville. However, when he is bitten by an irradiated spider on a field trip, he gains spider-like powers, and his life is changed forever. But when Peter acts irresponsibly, a loved one of his pays the price. Now, with the emergence of new villains in the city, follow Peter Parker as he becomes... Spider-Man!
1. Chapter 1: Moving

**Hey, everybody! This here story is intended to hold you over while I'm busy writing** _ **The Call For Order, or Destruction**_ **. Please know that this isn't a one-shot that I'm writing, but a mini-series. However, if it's successful enough, I'll turn it into a full fledged series. Please enjoy!**

 **Disclaimers note: this story is set 9 years after the events of** ** _The Powerpuff Girls Rule!_**

 _The city of Townsville! A community where people flock to in order to begin new lives. People from all over the world come to live here, but none so legendary as the tale of the hero we're about to tell right now..._

A car and moving van pull up to a house in the Townsville suburbs. From the car, an older woman, wearing a blue blouse and red shoes, gets out of the passenger seat and walks up to the new house. She smiles as she looks up at her new home. Then, an older man, wearing a vest-like jacket and baige cargo pants, climbs out of the drivers seat and approaches his wife. He, too, smiles.

"Isn't it grand, Ben? We'll be living in a community far away from that nasty New York. And a community with super heroes in it." says the old woman excitedly.

"Yes, May, it'll be grand." says the old man.

However, Ben then looks all around him in confusion.

"Where's Peter?" asks Ben.

"Oh, he's in the backseat." says May.

"C'mon, Pete! We're here!" says Ben.

Then, from the car, a teenage boy wearing glasses, a red T-shirt, and blue shorts climbs out of the backseat, with a wave of glum on his face. His reddish-brown hair glows in the sunlight and his eyes trickle with sadness.

"What's wrong, Pete?" asks Ben as the boy approaches him.

"I... I just wanna go back to Forest Hills." says Peter, discouraged and on the verge of tears.

"Now, Peter, I know you miss your old life back in Forest Hills, but there's a reason we moved to Townsville." says Ben.

Unbeknownst to his nephew, Ben Parker, a 60 year old electrical engineer, had just gotten a promotion after over 30 years of working with the New York Electrical Services. However, in order to accept that promotion, he had to move to Townsville. He and his wife were very enthusiastic about it, but their young nephew Peter Parker... was not. Leaving New York meant leaving the house he had grown up in, his school, and his friends Mary Jane Watson and Harry Osborn. Peter hadn't lived an easy life. His parents died when he was very young, and he was frequently bullied at school due to his college level intelligence and scrawny figure. The bullying was the only thing that he would've wanted to get away from, but it was a huge price to pay in regards to the things he loved in New York.

"Peter, I know you miss Mary Jane and Harry, but look on the bright side, you'll make new friends in Townsville, and we can always go back to New York for visits." says Ben, trying to comfort his saddened nephew.

But Peter doesn't just want to _visit_ New York. He wants to _live_ in New York. After Peter's parents died, he cherished everything he had, but now he feels like everything he had ever loved was ripped away from him. He doesn't want to make new friends, he wants to be with the friends he had already made. However, all of these thoughts are soon wiped away when 3 streaks of pink, blue, and green light where whizzing down the sidewalk, along with a man in a white lab coat with silver streaks in his hair.

"Hello! You must be the new neighbors!" says the man in the coat.

"Why, yes we are! You must be the famous Professor Utonium!" says Ben, introducing his family to the Utoniums.

Then, the three streaks land on the ground, revealing three teenage girls. One had auburn red hair and a relatively large bow in it as well. She was also wearing a pink dress with a black stripe across the lower part of it. She had white stockings with black Mary Janes. She also had large, pink eyes, no nose, and no fingers or toes. The other two were the same, except one had a green dress and eyes and the other had blue. The green one had curved black hair, and the other had bright blonde hair with two pigtails on the sides.

"Hello! My name is Blossom! You must be the new neighbors." says the pink one, identifying herself as Blossom Utonium.

"I'm Bubbles! Nice to meet you!" says the blue one, identifying herself as Bubbles Utonium.

"Buttercup. Howya doin'?" says the green one, identifying herself as Buttercup Utonium.

These three are the Powerpuff Girls, Townsville's protectors.

"Oh, how nice it is to meet you!" says May excitedly.

Peter just looks at the ground, depressed.

"Oh, Professor, this is our nephew, Peter." says Ben, introducing their new neighbors to his nephew.

"Hmm. Coming to visit?" asks Professor Utonium.

"Live. His parents died in a plane crash when he was very young." explains Ben.

"Oh. I... I'm so sorry." says Professor Utonium. "Oh, Ben. Why did you have to bring up that awful story?" asks May, slightly disgusted.

"What? He asked if Peter was coming to visit, and I gave him the truth." says Ben, trying to defend himself.

While the couple argue, Peter is busy looking at the city in the distance. Townsville reminds him of New York. Its tall buildings, many bright windows, and honking sounds are all very reminiscent of his home city. Tears begin to form in the 15- year old's eyes. He thinks about Mary Jane. He hadn't even had the chance to say goodbye to her, the moved so fast. That thought makes Peter's throat feel sore.

"Hey, are you alright?" asks a soft voice from behind.

Peter turns around only to see Blossom's pink eyes. Her auburn hair reminds Peter so much of Mary Jane.

"I... I'm fine." says Peter, breaking the pause.

"I'm-" starts Blossom.

"I know who you are. I've read in the papers." says Peter.

"I... I didn't realize." says Blossom, sounding somewhat sad.

"No... I'm sorry. I'm just... depressed. I had to leave all my friends behind in New York in order to come here. I won't deny that Townsville must be great, but I don't think you understand what it feels like to move away from home." says Peter, explaining his situation.

"I understand." says Blossom in a soft voice.

Just then, however, the two hear snickering and look up to see Buttercup and Bubbles giggling at them.

"Ohhh! Someone's got a boyfriend!" teases Buttercup.

"Shut up!" says Blossom, annoyed.

"Blossom and Peter, sittin' in a tree! K-I-S-S-I-N-G! First comes love, then comes marriage, then comes mommy with a baby carriage!" teases Bubbles, with Buttercup joining in halfway through.

"Stop it!" says Blossom in a high tone. Buttercup and Bubbles continued giggling, until the Professor told them to knock it off.

The girls leave a little while later, although the Professor did invite the Parker family over for dinner tomorrow. As Peter lays down in his only semi-unpacked house, he begins thinking about what had happened earlier with Blossom. She had made him feel so warm. So weak. Peter's mind then flashes back to Harry and Mary Jane. Tears begin to well up in his eyes and he starts to sob. Eventually, he sobs himself off to sleep, and nightmares begin to take hold of his mind. Tomorrow would have to bring something better... right?

 **Interesting start, eh? Anyways, let me know what you think of this little story in the reviews!**


	2. Chapter 2: First Day

The next day, Peter awakens to the taste of bad breath in his mouth. His eyes hurt. Peter gets up and looks at his reflection in the window, only to notice his seemingly bloodshot eyes. They were red. He had obviously been crying. Peter then looks down, and then lifts his face towards the door. He approaches the white slab of wood and raises his right hand to the corresponding knob, and turns it. A _click_ is heard, signifying the open door.

* * *

The youth then makes his way to the end of the hallway and, eventually, downstairs and looks around. There are boxes everywhere. Half of them were unpacked, but there are still some things that needed to be unpacked.

"Hey, Peter! Howdya sleep last night?" asks Uncle Ben, greeting his nephew.

"I... I slept alright." says Peter, obviously tired.

Ben was sitting at the kitchen table, already set up for the day. He was sipping out of a cup of coffee, reading a newspaper.

"Where did you get that newspaper, Uncle Ben?" asks Peter.

"Found it on the front step." says Ben.

"Looks like last night those Powerpuff Girls we met yesterday stopped a giant monster from destroying the city last night." says Ben, who then chuckles

Ben then holds up the newspaper to show Peter. The headline read; **Powerpuff Girls Stop Giant Monster!** Peter looks at the photograph with large eyes. The picture shows the three girls standing atop the monster's body in triumph. The monster had 3 horns, one eye, and 2 spikes on each of it's shoulders. It's mouth looked to be reminiscent of a crocodile's snout.

" _Interesting..._ " thinks Peter to himself.

He had always wondered what it would be like to be a super hero. He had spent much of his childhood reading about real-life heroes like Major Glory, Valhallan, and the Infraggable Krunk. He had been fascinated by super heroes all his life. The teenager then slips on his sneakers. Peter then approaches the front door and turns the knob with his free left hand. After closing the door, he then takes a few steps outside to look around his neighborhood. The neighborhood was in the style of a classic 60s neighborhood. There were some similarities to Forest Hills, but not enough to replace it. Luckily, it didn't really remind him of his old neighborhood, so painful memories didn't come to him. Peter then begins to walk up the street, thinking about what his past life was like, until he sees a house that looked very familiar to him. It wasn't small, but it wasn't huge either. It had a glass window on the side, next to a garage. It was box shaped, too. But the most prominent feature was the second floor. It had 3 big, circular windows on it. There was a pink glow inside each of them.

" _Why does this hou- of course!_ " thinks Peter to himself.

Peter then widens his eyes in realization.

" _This is the house the Powerpuff Girls live in. I read about it in a TIME magazine_ _._ " thinks Peter to himself.

He then realizes how close the girls were to his house, only 2 doors down. Peter then begins to walk back to his house in order to unpack whatever's left. He knew that Aunt May would also be registering him for school as well. Peter sighs in sadness as he begins to walk back to his house.

" _It may be my house now, but it'll never be my home._ " Peter thinks to himself.

* * *

A week later, Peter is seen walking to his first day of school in Townsville, his thoughts clouded in depression. He missed Mary Jane. He missed Harry. He missed Forest Hills. He missed New York. To Peter, New York was his home. He was born there. _Raised_ there. He felt like he would spend every passing moment of his life in New York. As Peter was buried within his thoughts, however, three lights whizzed by him. "What the... ?!" he said aloud. He then realized what it was. Who it was, in fact.

" _The girls..._ " Peter thinks to himself.

Peter then kept his head lowered with his eyes looking up until he arrives at the school he would be attending for the foreseeable future. It was a large building for a high school. Light brown tinted the outside, while the roof was a significantly darker shade. A clock resides above the front entrance, above the twin front doors. Windows lined the entire exterior's one floor. On top of the roof, an American flagpole flops in the cool late-summer breeze. A sign in front of the building, colored grey, reads in imprint **Pokey Oaks High School**.

" _Pokey Oaks High School? Oh, boy._ " thinks Peter to himself, trying to prepare himself for this new life.

* * *

Peter then walks through the doors and looks around the school. The interior was very similar to the inside of Midtown High. The lockers here were the same yellow-ish color. The floor had the same checkerboard-like pattern, except the colors were brownish-red and gold as opposed to the black and white that was at Midtown High. He looked around for his classroom.

" _C'mon where is it? Where is it?!_ " shouts Peter to himself.

Then, he came across a door. It was wooden, and it had a glass window in it. The window had an alarm in it. The number was marked in black with silver painted into it. 304 it read. Room 304. The room where Peter had been informed he would be going to. He then breathed in and out 3 times.

" _It's okay, it's okay, it's okay. Just... take a deep breath, Pete. You can do this._ " thinks Peter to himself, trying to prepare, as if it were that easy.

Peter then musters up his courage and pushes the door open. The air flies at his face. It was fresh, like pine trees.

"Ah! Mister Parker! How nice of you to join us!" says a voice from across.

Peter looks up and sees a woman looking at him. Her hair is black, but it has while streaks. She looms to be about 5 years younger than Aunt May. She has an orange dress on and a smaller, reddish vest as well.

"I'm Ms. Keane, and I'll be your homeroom teacher. You'll have me for English, Biology, Math, and History." says the woman, identifying herself as Ms. Keane.

"Your seat is over there." says Ms. Keane, pointing at in the second to last row.

Peter then walks through the sea of desks to find his. He sits down and plops his backpack down next to him. While waiting for all the other kids to settle down, Peter reaches into his backpack and pulls out a notepad. He then reaches for a pencil and begins drawing. If there's one thing that Peter really enjoyed as a child, it was photography. He would sit there for hours and hours drawing. Other times, he would take his Uncle Ben's camera and start taking pictures around the house for fun.

All of a sudden, three streaks of pink, green, and blue light burst into the room. The Powerpuff Girls had arrived. Buttercup sits at the front of the room, Bubbles sits behind her, and Blossom lands right next to Peter.

"Oh! Hey! It's you!" says Blossom with a sweet tone in her voice.

"H-hey..." says Peter shyly.

They look at each other for a second, and then turn away. However, Peter then hears some snickering from the front row.

"...yeah, I think they might've wanted to kiss, too..." whispers Buttercup.

Peter turns and sees Blossom frowning. Peter looks on in embarrassment. He would honestly rather feel depressed than embarrassed at this point, because he could at least hide his depression from other kids.

"Alright, kids! That's enough." says Ms. Keane.

Everyone pipes down, and look up at their teacher.

"Now, as some of you might have seen, we have a new student joining the class today. Peter, would you like to come up?" asks Ms. Keane, introducing the new kid in class. Peter hesitates for a moment, not wanting to reveal his face to everyone after what had just happened, but got up nonetheless. He slowly walked up to the front of the room, keeping his head down as he heard kids snickering and whispering to each other as all eyes were on Peter. Peter then finally got up to the front of the room, and stood next to Ms. Keane in front of the blackboard.

"This is Peter. Peter Parker." says Ms. Keane.

"Hi, Peter..." says everyone in the class.

"Peter, why don't you tell us something about yourself." says Ms. Keane, not forgetting the days when she taught kindergarten.

"I... I like photography, like, taking pictures with a camera or drawing..." says Peter shyly.

Some people stayed silent, but some began to giggle and talk amongst themselves.

"Well, that's very interesting Peter. You may return to your seat." says Ms. Keane. Peter walks back to his seat and sits down.

"Must be embarrassing." says Blossom.

"What?" asks Peter.

"It must be embarrassing." says Blossom, repeating her statement.

"Yeah. I lived my entire life in New York City. Never imagined I would move." says Peter.

The, Ms. Keane begins talking at the front of the room.

"Now, children, as most of you know, we are going on a field trip to the Radiology Department Laboratory in the city. Mister Parker, I have already clarified this with your aunt so you will be accompanying the rest of the class." says Ms. Keane.

"Alright." says Peter quietly.

Everyone then lines up, with Blossom standing behind Peter. Peter couldn't believe it, though. Aside from photography, Peter was a whiz in science and math. He had learned about sustained fusion reactions in 8th grade and passed every test.

For once, things are looking up for the teenager, but it would not last...


	3. Chapter 3: Spider Bite

On the bus, Peter and Blossom sit next to each other. He is contemplating if he should ask her how she felt about him, but couldn't. He feels it is too soon. They had just met, and besides, _he_ didn't even know how he felt about _her_. He felt confusion, sadness, concern, and anxiousness. At this point, while he definitely wanted to go back to New York City, he also was unsure if he wanted to stay in Townsville, either. Right now, Peter contemplates on giving it a chance. He wanted to enjoy whatever pleasures he had left in his life.

"Okay, children, if I could have your attention, when we get to the laboratory, you will be asked to put on a special key badge. There will be no taking pictures of any kind. We will be greeted by Doctor Octavius, head of the facility and host of the experiment. I want you all to be on your best behavior." says Ms. Keane, instructing her children on what to do and how to behave at the facility.

"Okay." say most of the children.

Peter then becomes a little more enlightened.

" _Doctor Octavius? OTTO Octavius_ _?_ " thinks Peter to himself.

Octavius was Peter's science camp teacher. He was the reason Peter fell in love with science, and he had read about Otto's advances that occurred afterwards.

"Ohhh! Otto Octavius?! I can't believe we're going to meet him!" squeals Blossom in excitement.

"I've heard a lot about Doctor Octavius' advances in medical and energy science. From what I've read, he's the one who invented sub-zero fission nitrate. It's one of the most powerful energy sources on Earth!" says Peter.

"He did? I never knew that." says Blossom.

"He was my teacher at science camp when I was in the 5th grade." says Peter.

"Y-you knew Otto Octavius?!" asks Blossom is surprise.

"Yeah. He taught me that while religion and politics have their place in the world, science and education top everything. He believed that if you learned how science led the country to the way it is today, you would have a future brighter than becoming the President." says Peter.

"I wish I could have met him when I was younger, but you probably know how that turned out..." says Blossom, acknowledging her past.

"I know." says Peter.

"It must've been an honor meeting Octavius when you were younger." says Blossom.

"Well, back then he wasn't as renowned as he is now. He didn't start creating life changing inventions until he was in his 40s. So back then, it just felt like meeting another science teacher who had just a bit more of a passion for science." says Peter.

"Never imagined that he would become one of the most renowned scientists on the planet." says Blossom.

* * *

When the bus arrived, the children pile out. The building the bus parks in front of wasn't too large, but was moderate. It was about the size of the Townsville City Hall. The wall was colored in a brownish-gold color, and the windows were a transparent yellow color as well. The sign above the doorway was imprinted in black and read **Townsville Radiology Department Laboratory** on the front.

* * *

The children followed behind Ms. Keane into the building. Security guards allow entry and also hand out key badges that clipped onto everyone's shirts. As the class walks down to the radiology room, they pass by other exhibits.

"Did you know that they genetically modify small animals using radiation in that room over there?" asks Blossom to Peter, pointing at a room on their left with many small animals in it.

"Uh... no. I didn't. Really?" says Peter, wondering why they would genetically modify animals using radioactivity of all things.

"Yeah. They started with radiation as a base, but I've heard that they intend to move on to genetically replicating and recoding an animal's DNA." says Blossom.

"Uh... Blossom? Are you sure that that's, y'know... safe? Or moral?" asks Peter with concern.

"I... I'm sure that they might be doing it for the greater good." says Blossom shyly.

* * *

The class then arrives into where the experiment would take place in. The room was relatively large. There was a glass shield that was borderlined in black metal with 4 metal tubes in the middle, leading to what was behind the glass. Behind the glass, stood a machine that was split into two pieces. There were rods encased in circular encloves proturuding out of the ends of the machine. The machine was large, black, and shaped like an upside down L. Behind the machine, there was a generator that was glowing with green light. All of a sudden, a man in a lab coat walked out of a door next to the room. He was older, possibly in his late 50s. He had brown hair that was in a bowlcut. His glasses here rectangular shaped, and the lenses were dark. He was also somewhat short, about 1 and a half feet shorter than Ms. Keane, but was still taller than the students.

"Hello, children. My name is Doctor Otto Octavius, and I will be the host of the experiment today. What we are working on here is channeling atomic energy into safe, usable energy that fuels this whole facility. The machine that you see behind the glass is the radiation inhibitor that we will be using for the experiment. Does anyone have any questions or comments?" asks Doctor Octavius, while introducing himself, his voice having a German accent in it.

Not too many people raised their hands, but Peter and Blossom were among those who did.

"Yes, you there." says Doctor Octavius, pointing at Peter.

"Uh, Doctor Octavius? Will the device you will be using utilize the same fusion reactions that you implemented in your Science Camp experiments?" asks Peter.

All of a sudden, Octavius' face lifts up is surprise.

"Parker?" asks Octavius.

"Yes, Doctor Octavius?" asks Peter in nervousness.

"There's only one student who would remember those old Science Camp experiments I used to perform. How good it is to see you again, Mister Parker. To answer your question; yes. The same type of technology I used for the fusion reaction batteries in Science Camp is utilized here, only this time, it is has been enhanced over a period of 4 years to handle radiation." says Doctor Octavius, answering his former star pupil's question.

"Anyone else? No? Alright. Time to go get the experiment started." says Doctor Octavius, walking back into the room from which he came.

Blossom wanted to raise her hand, but she was too excited. Meeting one of the greatest nuclear physicists on Earth? What an honor to her. A few minutes later, Octavius walked out of the room with an apparatus on his body. The apparatus attached to his lower mid-section, and had 4 long tentacles sticking out of the back. The tentacles were segmented, and each one had 3 prongs at the ends of them. They seemed to move on their own. Everyone gasped is shock.

"Ohmygosh, ohmygosh, ohmygosh! He's... he's been turned into a monster!" yells one girl.

"Ah! Run! Run for your lives!" yells a boy at the front.

Octavius simply chuckled.

"Oh, this is not surprising to me. Everyone gets a little startled when they first see my apparatus. No, children, this won't hurt you. This harness is an invention of mine that will allow me to carefully utilize radioactive material." says Octavius, reassuring the class.

"Otto, it's time." says another voice from behind.

"Yes, I suppose it is. Start the experiment, Doctor Stromm." says Octavius, talking to his assistant in the other room.

His assistant, Doctor Stromm, then nods his head and closes the door. A few seconds later, the lights dim and the device activates, firing a stream of bright blue light. Octavius then walks over and inserts his mechanical arms into the 4 slots located on the front of the shield.

"What you are looking at, children, is pure atomic energy at it's peak." says Octavius in pride.

He then moves the arms into position around the stream of energy and begins manipulating them, making them come into contact with the stream.

However, unbeknownst to everyone in the room, another entity was watching the experiment from the shadows. Hanging from an irregular web in the corner of the other side of the glass, a small, black spider begins coming down from its web, into the stream. The spider then lowers itself into the stream, right where Octavius' tentacles are moving as well. The spider then starts to glow a bright shade of red before it loses its grip on it's strand.

"Alright, Doctor Stromm, I believe that's enough for today. Shut off the device." orders Octavius.

Stromm then gives a small nod from the monitor in the control room and slowly turns off the device. Octavius' tentacles then slide out of the 4 slots as the doctor then walks away from the glass shield. The spider then begins to crawl up the wall, and eventually manages to climb out of the shielded part of the room.

"Well, children, what can you take away from what you saw today?" asks Octavius to the class.

However, unbeknownst to Peter, the spider that had been irradiated by the experiment was crawling towards him.

"Yes, you." says Octavius, pointing at a boy at the front.

"Nice light show, man. What next? Are ya gonna show is how paper can survive this kinda stuff?" says the boy, causing the other kids to laugh.

"Mitch Mitchelson! How dare you-" says Ms. Keane, scolding her student before being cut off.

"It's alright, Ms. Keane. Some students react this way sometimes when they see the radiology experiments that we present here. The best we can do is offer advice to those who don't respect the importance of learning, and the best advice I can offer you, young man, is to appreciate the type of work we present here. Study hard and get your degree in college. If you don't... well, your future will be very... uncertain." says Octavius to Mitch, who looks down in guilt.

The other kids start to say 'ooooo' to Mitch, believing that he had just gotten "owned". Meanwhile, with Peter, the spider begins to crawl up his leg, using the cloth on his pants as support, until it finally reaches his pockets. The spider then silently crawls on Peter's finger. It was a relatively small spider, small enough that Peter couldn't feel it's legs. The spider then finally managed to crawl on the top of his hands. When it gets to the middle of his hand, the spider raises it's upper body up, and quickly sinks itself down, piercing his skin with it's fangs, biting him.

"Ah!" yelps Peter, slightly in pain.

The spider then falls off of his hand and lands on the ground. Peter bends down to look at it, only to watch as it doubles over and dies. Peter thinks that he might have accidentally killed it when it flew off his hand, but the real reason it died was because of radiation poisoning. Peter begins to feel somewhat bad for this spider, but he couldn't mourn, really. It was just a spider, after all.

"Alright, class, lets go to the gift store down the hall to get something for everyone. Then we'll have lunch. Then it'll be time to go back to school to pack up." announces Ms. Keane.

* * *

The children begin to walk with her, turning around and waving goodbye to Doctor Octavius, as they head towards the gift shop. Meanwhile, a pounding sensation comes over Peter's skull.

" _Aghh! My head is throbbing! It hurts so much!_ " thinks Peter to himself as he doubles over slightly, holding his forehead.

Blossom then turns around and looks at Peter in concern.

"Peter... are you alright?" asks Blossom in concern.

"Y-yeah. I j-just have a headache. But I don't know why." says Peter.

"Should I get Ms. Keane?" asks Blossom.

"N-no. I... I think it'll pass." says Peter.

All of a sudden, Peter, who went from a headache to feeling exhausted, begins to slow down and shake.

"Uh, Blossom? I... I think you'd... better..." mutters Peter before he collapses.

"Ohmygosh! Peter! Ms. Keane!" screams Blossom.

That was the last thing Peter would see or hear for a while as his vision turns to black.

 **Hey, guys. It's me. I'd just like to say thanks for the support that this story has been getting. I know it's not much, but I'll honestly take any form of support that I can get at this point for ANY of my stories. Also, plans for this story have changed. Originally, the first 4 chapters were going to be the ones that retold the Spider-Man origin, but now it's looking at 5 to 6, maybe even 7, chapters. Stay tuned. More to come. Also, please leave comments and reviews on _The Call For Order, or Destruction_. I would really appreciate it. Thanks.**


	4. Chapter 4: Something's Different

Peter's eyes flicker as he hears some chatter above him. It sounds like there are a bunch of people talking at once. His hearing then begins to improve, as he could make out distinct words.

"Shh, shh, quiet everyone. He's waking up." says a female voice.

Peter's eyes then fully opened to see Aunt May, Uncle Ben, Ms. Keane, Blossom, Bubbles, Buttercup, and a nurse standing around him.

"Unngg. Wha... what... happened?" asks Peter as he sits up in a bed.

"You're at home, Peter. You collapsed at the laboratory. We were thankful that Blossom managed to get help." says the nurse.

"How... how long was I out for?" asks Peter.

"About 4 hours." says the nurse.

"Oh, Peter! We were so worried about you!" says Aunt May, hugging her nephew and sobbing at the same time.

"Yeah, you really gave everyone a fright, Peter." says Uncle Ben.

"I'm just glad you're alright, Pete." says Blossom with a concerned, but reassured, expression on her face.

"Mister Parker, has your nephew taken any form of medication or drug that could have made him grow tired or exhausted?" asks the nurse to Uncle Ben.

"Well, no. Peter doesn't take any form of medication whatsoever. As far as I know, he has no allergies at all." says Ben.

"It might've been the radiation." says Blossom.

Every head then turns her way.

"What?" asks the nurse, shocked.

"The radiation. We went on a field trip today to look at a new source of nuclear energy. Doctor Octavius was waving his tentacles around, and he had them in the chamber, seething them with radiation." says Blossom.

May has a look of horror on her face, Ben has a look of anger, and the nurse simply looks disgusted.

"I... I was aware that the experiment was going to involve radiation, but I... I... I never thought that they would use it so unsafely!" says May before breaking down into tears.

"Wait a minute. Blossom, did you say Doctor _Octavius_. As in Doctor _Otto_ Octavius? He was Peter's old Science Camp teacher!' says Ben.

"I know. Peter told me." says Blossom.

"I'll have to call the laboratory and have them suspend, if not fire, Octavius. This is too unsafe, especially around young teenagers." says the nurse.

"I have the number for the laboratory right here." says Ms. Keane, handing the nurse a slip of paper.

"In the meantime, Peter seems fine, but I will need further data in order to completely diagnose his condition. He doesn't appear to be radioactively contaminated, so he should be safe to be around other children, but I will say that it would be best to keep him home from school for a few days." says the nurse.

"The first day of school and already he has to stay home..." mutters Ben, frustrated.

"I'll go make him some soup." says May.

Everyone then walks out of the room, except for Blossom.

"Blossom, you coming?" asks Buttercup just as she and Bubbles start to leave.

"Y-yeah, in a minute. I'll catch up, go home without me." says Blossom.

Peter and Blossom then look at each other for a few minutes.

"Look, I... I don't-" says Peter before being cut off.

"It's alright. I'm just glad that you're alive." says Blossom, floating next to Peter.

"Are you... alright? I mean really?" asks Blossom with some concern in her voice.

"To be honest... I feel great." says Peter.

"Y... you do?" asks Blossom in surprise.

"Yeah. I don't know why, but I feel like I could... take on the world!" says Peter.

The two then go through another long pause.

"Well, then. Since you're alright... I'd... I'd better get going." says Blossom.

"Yeah. I'll... I'll see you around." says Peter.

"Bye, Pete." says Blossom.

"Bye, Bloss'." says Peter back to her.

As Blossom floats out the doorway, she begins thinking to herself. " _Why do I feel so weird around Peter?_ " thinks Blossom to herself, pondering her feelings for her friend. " _I feel so... warm around Blossom. Almost like how I did with Mary Jane._ " thinks Peter to himself.

* * *

The next day, Peter awakens to the sound of rain pouring outside. He pulls off his shirt, preparing to switch into a clean one, but then notices something peculiar; he's not wearing his glasses, but his vision is perfect.

"Huh?" says Peter.

He then puts on his glasses, and finds that his vision is blurry.

"Weird." says Peter, not sure of why he no longer needs glasses.

However, as he begins walking towards his dresser, he notices something that almost makes him fall over. His shirtless body is now defined. His muscles make him look like Mike Tyson. His biceps were now more defined. His chest now had a six pack as opposed to being plain flat. As Peter looked in awe and curiosity at his newfound musculature, he heard knocking at his door.

"Yeah?" says Peter.

"Sweetheart, are you alright?" asks Aunt May, her voice muffled by the door.

"I... I'm fine." says Peter.

"Do you need anything, Peter?" asks May.

"Nope. I'm good." says Peter.

He then looks down at his chest again, marveled at the sudden change in musculature. Peter then looks back up at the mirror and gives a small smile.

"Well... okay." says Peter.

He then puts on a shirt and prepares to go downstairs.

Downstairs, Uncle Ben is reading the paper, with Aunt May in the not-fully-unpacked kitchen, making some toast. Peter comes down the stairs before kicking his legs up and pushing off the wall.

"Oh, goodness me!" says May in surprise.

"Hey, Pete! I thought you were sick!" says Ben.

"I guess I got better." says Peter.

Peter then grabs his sweatshirt and prepares to head out.

"Hey, Michelangelo, where are ya headed off to?" asks Ben.

"I'm... just gonna take a walk." says Peter.

"Well, Peter you haven't eaten anything, are you sure you'll be alright?" asks May.

"I'll be fine, Aunt May." says Peter.

* * *

Peter then walks out the door and into the cold rainy morning. The sky was dark, the clouds being a dark shade of grey. The rain poured hard. Peter flipped over his hoodie to protect himself from the rain and began to walk down the street, back towards the Utonium household. Peter pondered on weather to ask Blossom out on a walk, or a _date_. He was about halfway there, pondering his thoughts, but before he could think anymore, he was approached by 3 boys. They all had hoodies and blue jeans. One had black hair, dark green eyes, and a red hoodie. Another boy had blonde hair, blue eyes, and a purple hoodie. The last boy, the ringleader by the looks of it, had dark red hair, black eyes, and a grey hoodie.

"Well, well, well. Look who we have here. The nerd from yesterday, at Octavius' light show." says the ringleader, his voice making him sound somewhat congested. The other boys just laughed.

"Listen, I really don't want to fight, so if you could just-" says Peter before being cut off.

"Aw, look boss. He's scared! He knows he can't fight us!" says the boy in the red hoodie.

His voice made him sound like someone's sidekick with the dopey expression on his face.

"Let me repeat myself. I. Don't. Want. To. Fight." says Peter, now defensive, while still keeping his cool.

"I think you're right, Sam. He's terrified. He knows that he'll need his mommy to bandage his boo-boos." says the boy in the purple hoodie.

"Y'know what boys? I think we've gotta teach this boy a lesson in the art of fighting." says the ringleader just as he lunges forward.

Instead of taking it like he normally would, Peter, almost instinctively, jumps about 6 feet into the air, and performs a backflip, landing on both feet.

" _Whoa! How did I manage to pull that off?!_ " thinks Peter to himself, stunned at what had just happened.

"What are you idiots waiting for?! An invitation?! Get'em!" says the ringleader.

However, the boys look at each other, turn tails, and start running.

"Sorry, boss, but you're on your own!" says the boy in the purple hoodie.

"Idiots..." growls the ringleader, who then lunges at Peter while his back is turned.

However, at the base of Peter's skull, a tingling sensation begins going off, directing him at the ringleader's attack. Peter then, almost as if by instinct, turns around, facing the ringleader, and dodges out of the way, allowing his would-be attacker to plummet onto the concrete below. Peter, still in shock as to how he managed to pull this off, begins to walk towards the ringleader.

"S-stay away from me, you freak!" says the ringleader, trying to get up and escape.

Peter, despite wanting to unmask his attacker, stops. Realizing he had given him a bad fright, Peter then simply begins to walk home.

"I-I'll report you! You and your entire family will be arrested, you... you freak!" yells the ringleader just as he gets up and runs across the street.

Peter, marveled by his newfound powers, begins to think about what he could do with them.


	5. Chapter 5: New Powers

Peter opens the door to his new house and starts making his way towards the stairs. Ben is in the kitchen, reading the daily paper, only to look up when he sees his nephew come in.

"Hey, Pete, you alright?" asks Ben, still reading the paper.

"Yeah, I'm fine. Everything's cool, Uncle Ben." says Peter just as he rushes up the stairs.

Seconds later, the door to Peter's room can be heard shutting with a moderate _slam!_

"What was that all about?" asks Ben out loud to himself.

* * *

Peter plops back down on his bed and begins to think to himself, pondering his newfound powers.

" _How did I go from Napolean Dynamite to Ryu in less than five minutes?_ " thinks Peter to himself.

He looks up at the ceiling and slightly furrows his brow.

" _I couldn't have simply gained those abilities, unless... I did? Could it have been... ?_ " thinks Peter to himself as he turns his hand over.

On the top of Peter's hand, specifically near his middle finger, there is a lump of skin. It looks like a zit, minus the puss. Peter begins to glare at it more.

" _The only explanation I could possibly think of is... the spider! When that spider bit me, it must have been irradiated somehow at the laboratory on the day of the field trip! It's genes must have been genetically mutated, and it passed on it's abilities to me. I... I've become some kind of human arachnid!_ " thinks Peter to himself, realizing what had happened to his body.

Peter then lies down and begins to ponder some more.

" _Should I go to Professor Utonium? Maybe he could find me a cure? No, no, no! Why would I do that? This is something that doesn't happen everyday to just anyone. Maybe I... maybe I should tell Blossom? No! Stupid Parker! That's a terrible idea! I barely know her, and besides, the next thing I know, I'll be the neighborhood freak._ " thinks Peter to himself, unsure as to what to do in this situation.

While pondering, he gets an idea.

" _What if... I could make a quick buck off of these powers? That way, I could repay Aunt May and Uncle Ben for all the kindness they ever gave to me after my parents died._ " thinks Peter, trying to find a way that these newfound abilities.

He then begins thinking about the numerous possibilities. Fame, fortune, respect. Things Peter had always dreamed of as a child. He then got out a sketch pad and began drawing.

Peter went through design after design as he tried to think of ideas for a costume. One design was black with red webbing and white, bug-like eyepieces. The other was a full red bodysuit with the same bug-eye like appearance with a blue hoodie with a black spider on it. Then, finally, he came up with a design that might actually work. The costume was mostly blue with red gloves, boots, mid-section, and mask. Peter then designed a web pattern that covered the red portions of the suit, starting at the mask. The suit also has a small black spider in the center of the chest and a much larger red spider on the back, this one resembling more of a giant tick if anything. The mask had plastic lenses with a chrome covering that allow Peter to see out, but no one can see in. Peter then marvels at his drawing, smiling as he admires it. He truly had begun to believe that he was destined for fame and riches, feeling that he would get back at everyone who had ever wronged him, like Flash Thompson, Kenny "Kong" McFarlane, and the boys he had met yesterday.

" _Now, about my powers... what else can I do?_ " asks Peter to himself.

* * *

The following morning, Peter gets up, gets dressed, and goes downstairs. He says good morning to Aunt May and Uncle Ben before taking off. Peter begins walking down the street, same direction as yesterday, in order to talk to Blossom. However, after arriving a few minutes later, he remembers his powers and their extent. Instead of going to the front door, Peter walks to the one side of the Utonium household, where nobody could see him, and begins to think about what to say to Blossom.

" _Okay, how do I explain to the ONLY girl on the block, the only PERSON on the block, who's become my only friend that I've made so far in this city that I have super powers? 'Hey, Blossom! I have spider powers! Wanna see me shoot webs out of my butt?'_ " thinks Peter to himself.

He then turns back to the wall and places his left hand on it, trying to figure out what to say to her, when all of a sudden, Peter looks up at the wall, getting an idea.

" _Wait a minute... spider powers... wall... spider powers... wall. I wonder if I can..._ " thinks Peter to himself as he places his open right hand on the wall.

He then places his right foot on the wall and pushes up. He then places his left foot on the wall. Peter, in shock, then begins continues climbing, scaling it almost just as easily as he could walk, up the side of the house, until he reaches the top. Upon arriving at the top of the household, Peter stares out into the open sky, wide-eyed and in shock.

"Wooooohooooo!" shouts Peter outloud, glee staining his voice.

* * *

Evening arrives all too soon for the teenager. As night begins to descend over the sky, Peter, after a long day of testing his newfound powers around the neighborhood, begrudgingly begins to make his way home. As the front door to his house opens, Peter steps inside, slowly walking inside.

"Hey, Peter." says a soft voice from behind.

Peter turns around to see Blossom, with a bright smile on her face.

"Oh. Hey, Blossom. I didn't realize you were here." says Peter, somewhat startled.

May then enters the room, coming from the kitchen.

"Blossom decided to come over and help us unload some things." says May.

"I also wanted to talk to you, Peter." says Blossom.

"Ah... alright." says Peter, nervously.

The two then begin to make their way upstairs, Blossom carrying Peter the entire way up the short flight of stairs as she hovers. As they get to the room at the very edge of the hallway, Blossom slowly pushes the door shut with her left foot, a _click_ resonating through the hallway. She then gently sets Peter down onto the floor before gently landing herself.

"So... what did you want to talk about?" asks Peter.

"The other day, when you collapsed, I was so scared for you." says Blossom, her large, pink eyes staring directly into Peter's.

"Well, wasn't everyone?" asks Peter.

"Well, yeah, but I felt that you might've died if no one had dialed 911." says Blossom.

"Blossom, I appreciate your concern, but I don't know where this is getting at." says Peter.

"Well, you could just say, it's getting at this." says Blossom before she does something that Peter would never expect from anyone, especially not a Powerpuff Girl, as she pulls Peter towards her and smashes her lips against his.

The kiss is passionate, long, and warm. Blossom has her arms around Peter's neck, hugging him in a deep embrace as her eyes shut. Peter is taken aback. He didn't want to be honest with himself, but he did care for Blossom, too. She was the first one to open up to Peter. She was the first one to accept him into the neighborhood. They both shared common interests, common knowledge. But... there was an issue. Peter had _feelings_ for Blossom, but he _loved_ Mary Jane. She is one of his best friends. She had been friends with his since they were 5 years old. In the time that he had known her, Peter had fallen in love with her. Peter felt that by kissing Blossom, he was betraying Mary Jane. By instinct, Peter then grabs Blossoms arms with both hands.

"Whoa, whoa! Blossom, are you crazy?" asks Peter, pulling Blossom away from him.

The auburn-haired teenager then looks on at Peter, her eyes widened.

"Peter, I-" says Blossom before being cut off.

"Blossom, as flattered as I am, this... this just isn't right. What if Aunt May caught us, or Uncle Ben, or the Professor?" asks Peter, pointing out the risks of a possible relationship.

Blossom looked at the ground, saddened by the truth. She isn't mad at Peter, because she knew that Peter was right. If someone like the Professor had busted them, they probably wouldn't be able to see each other again.

"I... I guess I'll just go." says Blossom, saddened and ashamed.

Blossom then begins to walk towards the door. She then opens it with her right hand. Peter looks at Blossom and begins to wonder. Had he said the right thing? Peter then realizes that he had hurt her.

"No, Blossom, wait!" says Peter, chasing after her.

"No, Peter, it's fine. You're right. If someone did catch us... I don't wanna think about it." says Blossom, head low.

After getting down the stairs, Peter had stopped chasing her, for he was too late, and she was out the door, which then shuts with a _click_.

"Did something happen, dear?" asks May, concerned.

"I... I think I just broke the heart of my only friend here." says Peter, feeling guilty.

Peter then goes back up the stairs, and heads down the hall, his head hung low.

* * *

" _She wanted to get close to me. Closer than I had ever imagined. But I... I pushed her away. I did the right thing... so why does it feel so wrong?_ " asks Peter to himself, guilty for breaking his only friend's heart.

He looks over the costume he had drawn while sitting at the desk in his room.

"This is bogus! How could I have been so hurtful? So mean? I... I didn't mean those words the way I said them. I just... I just..." says Peter outloud to himself.

Then, Peter puts his right hand down, but does it in a random way. His hand was outstretched, but his middle finger was bent into his palm. As Peter is contemplating apologizing to Blossom, his thoughts had completely vanished when he heard a loud _thwip!_ Peter then looks up, only to see a sight he had never imagined.

The piece of paper is stuck to his hand by what appears to be... glue? Peter then raises his hand to his face, just a few inches away from him. He then reaches for the paper with his left hand and gives it a tug, only to pull the paper away from his wrist, only to see a long, slightly thick... string attached to the paper. Peter then widens his eyes in realization for what this meant. It wasn't glue. It was a _web_.

" _Oh, my..._ " thinks Peter.

Realizing the sensation he had felt with his fingers, Peter raises his right hand up, and aims it at a soda bottle. Peter then presses his middle finger into the palm of his hand, and in an instant, a long, thick web flies out of his wrist. The web then catches the soda can, sticking to it on impact., and Peter pulls it back. He catches it in his hands with excellent timing. Peter then marvels at his newfound powers.

The speed, the agility, the ability to climb walls, the ability to fire webbing from his wrists, and the sixth sense. Peter begins to formulate a way of how to repay his aunt and uncle. And maybe, just maybe, he could make it up to Blossom as well. All he needs at this point was an act...


	6. Chapter 6: Peter Wins

_**Disclaimers note: Do take note of the amount of homage paid to the first Spider-Man film**_ _ **.**_

 _ **Also note, this will be the longest chapter of the entire story as of yet, as well as the longest chapter I've written of all my works. So before you read the below, go get a bowl of popcorn and a diet Dr. Pepper, 'cause you're gonna be here for a while!**_

Days later, Peter is set to return to school. As Peter awakens from a deep sleep, he begins to feel depressed about what he had said to Blossom the other day. He wants to apologize, but didn't know if she would accept it. As Peter gets dressed, he thinks about his act. He figured that if he got paid enough, he could buy Aunt May and Uncle Ben a new house in a nicer area in Townsville as a way of repaying them for practically being his parents. He also figures that if he could muster up the courage, he could move back to New York in order to be with Mary Jane.

Peter then snaps out of his thoughts as he sees what he is wearing; a red sweatshirt and blue jeans. Peter then gets an idea. Peter then takes a marker and begins to draw something. As he decends downstairs, Uncle Ben is sitting at his usual spot at the kitchen table, reading his newspaper and drinking coffee, and Aunt May was at the sink, cleaning dishes and watching the toaster. By this point, all the boxes had been unpacked. Peter then takes his sweatshirt and puts it in his bag.

"Hey, Peter! Howdya sleep last night?" asks Ben, looking up from his paper.

Peter then looks up from his bag and gets to his feet.

"Hey, Uncle Ben. I'm fine." says Peter, sheepishly.

"You ready to go back to school after that whole radiation scare?" asks Ben.

"I... yeah." says Peter.

Peter then picks up his bag and prepares to head off to school.

"Hey, Peter, I'll drive you to school today." says Ben.

"No, its fine, I'll walk." says Peter.

"Nonsense, Peter, I need the exercise. C'mon, lets go." says Ben.

"Oh, Peter, do you have your lunch money?" asks May.

"Y... yeah, I've got it." says Peter as he's being hurried out the door by Ben.

* * *

Minutes later, as the car pulls up to the school, it comes to a halt.

"Thanks, Uncle Ben. I"ll-" says Peter before being cut off.

"Now, now, Peter. Wait a minute, we need to talk." says Ben with a stern tone in his voice.

"Well we can talk later." says Peter.

"Well we can talk _now_ , if you'll let me." says Ben.

"Well what do we need to talk about, and why now?" asks Peter with annoyance in his voice.

"Because for the past week your aunt and I don't even know who you are anymore. You're so reclusive now, not wanting to talk to either of us. You're having all those experiments in your room. You start fights on the streets." says Ben, reminiscing how Peter had finally told Ben what had happened the other day.

"I didn't start that fight, I told you that!" says Peter, frustrated.

"Well you sure as heck ended it." says Ben.

"Well... what was I supposed to do, run away?!" asks Peter, clearly with anger on the horizon.

"No, no, you weren't supposed to run away but-" says Ben before stopping and pondering, and then sighing. "

"Look, Peter. These are the years when a man changes into the man he's going to become for the rest of his life. Just be careful about who you decide to change into." says Ben, finding the words of wisdom.

Peter then looks down, dreading a lecture.

"This kid, whoever he was, probably deserved what happened to him. But just because you _can_ beat him up... doesn't give you the _right_ to. Remember these words... with great _power,_ comes great _responsibility_." says Ben, trying to give Peter the difference between right and wrong.

"Uncle Ben, are-are you afraid that I'm gonna become some kind of criminal?! Don't worry about me! Something's different, but I'll figure it out. Just stop lecturing me, please!" says Peter, now angry.

"I don't mean to lecture and I don't mean to preach. And I know that I'm not your father." says Ben, saddened by his nephew's harsh words.

"THEN STOP PRETENDING TO BE!" shouts Peter.

There is an awkward silence for a few moments.

"Right. Go to the library after school, and I'll pick you up there at 10." says Ben.

Peter then gets out of the car, and shuts the door. Ben then drives off, probably to his work shift.

* * *

Later, during the day, at lunch, Peter is sitting at a table with other kids at it. His hamburger is relatively hot. Peter is munching down on it, when he turns to see Blossom and her sisters eating at another table behind him. He then gets lost in his thoughts once more. He begins thinking about the night his parents disappeared. His father had to run a business errand in Afghanistan, and Peter couldn't come due to the conditions in the country. His thoughts then switched to his life in New York. All the birthday parties, Halloweens, Christmases, baseball games, science fairs. Peter then began to feel tears well up in his eyes. However, Peter then was snapped back into reality when he felt that sixth sense go off with a tingling at the base of his skull. He then felt a hand on his shoulder. He looked up to see a boy with spiky, red hair, small eyes, and an evil grin.

"Well, well, well! If it isn't the creep who humiliated me the other day." says the boy.

"Listen, kid, whatever your name is, I don't want to start a fight. I didn't come over and try to fight you. _You_ attacked _me_." says Peter, trying to keep his voice down as low as possible.

Peter then gets shoved back against the wall by the boy, who clearly had a lot of upper body strength.

"First of all, the name's _Mitch_. _Mitch_ _Mitchelson_. Remember it, cause you're gonna be hearing a lot of it around here from now on!" says the boy, now yelling at this point.

All of a sudden, everyone is looking at them.

"Now, you're gonna tell everyone about what you did to me the other day, or else I'm gonna beat you!" says Mitch, holding up his fist.

Peter thinks to himself for a moment, then gets an idea.

"Alright, Mitch. You want me to tell everyone what happened, then here goes nothing. Mitch Mitchelson and two of his cronies attacked me the other day when I was walking up to the Utionium household. I managed to dodge their attacks, but Mitch here still kept coming at me. Eventually, he got scared and ran away, along with his cronies!" yells Peter, his voice echoing across the cafeteria.

Everyone then began muttering and gasping after hearing the story. Mitch looked petrified, and then turned to Peter.

"No, NO! T-tell them what really happened!" yells Mitch.

"I just _did_." says Peter, smirking.

Mitch then sets Peter down, before getting death glares from nearly everyone except Peter, who simply glares.

"To think I wanted to date you!" yells Buttercup before floating out of the room.

"N-no, no! Buttercup, wait!" yells Mitch, but it was too late.

She was already gone. Mitch clenches his fist and turns around.

"YOU RUINED EVERYTHING!" yells Mitch, pointing at Peter. Mitch then throws his fist at Peter, who simply dodges.

Mitch then goes tumbling to the floor, his fist carrying too much force with it. Everyone then started laughing, mostly at Mitch. Blossom then looked at Peter and then turned away. Peter did the same, not wanting to stir up an argument.

* * *

After school, when Peter leaves the principal's office, he travels to the city, via bus of course, where Uncle Ben claimed he would pick him up. Peter was shocked. Townsville felt _way_ more like New York than he realized. The smell was the same, the air was the same, even the scenery was near identical. As the bus pulled over to the library, Peter got up, preparing to get off. Peter shouldered his bag and stepped off. The bus then zooms away, leaving a cloud of smoke that Peter was used to by this point. He then looks toward the library, then towards the wrestling ring that Peter read about in the school library. Peter then begins walking towards the ring, oblivious to the events that would soon happen.

* * *

In the federation building, Peter walks to the underground wrestling level, thinking about the possibilities. He had read in the paper the other day that the person who fights the famous wrestler Seth, the Duke of Death and could stand 3 minutes in the ring would receive about $5,000 dollars in cash. Peter figures that it could be a good way to start.

However, Peter's thoughts of fame and glory soon turned to absolute fear when he got down to the ring. Dark and dimlit, with only the middle shining with flashing lights, he sees as a crowd of people begin to cheer loudly. Peter then looks down into the ring itself. It was well lit, unlike the rest of the room, which was very dark. Peter could see 2 men, much larger than he was. One, wearing black pants and boots, was on the ground, shouting in pain. The other, this one wearing red spandex with lightning patterns on it, had his foot on his opponent's chest. Peter assumes that this one was Seth. The announcer then walks into the ring.

"Ladies and gentlemen... give it up for Seth, the Duke of Death!" shouts the announcer.

Peter looks on in fear as he walks towards the registration booth.

"For $5,000... is there nobody here though enough to stay in the ring, for three minutes, with this titan... of testosterone?!" shouts the announcer as everyone cheers.

"WHO?! I know who... the flying DUTCHMAN!" yells the announcer as everyone starts booing.

Meanwhile, Peter is at the registration booth. He's the next person in line to register to fight Seth. Peter's hands begin trembling. The thought of Peter going into a ring to fight a guy who has a notorious reputation of crippling other wrestlers terrified him. He is only a kid, only 15 years old, albeit one with the proportionate strength, speed, agility, and reflexes of a spider, not to mention the ability to shoot webs from his wrists and scale surfaces with ease. Before Peter could ponder another thought, though, he hears the registration lady shout _next_! Peter gulps and steps forward, albeit slowly. The lady then looks up from her paper and sees the teenager standing before her before snorting loudly.

"Is something funny?" asks Peter.

"I'm sorry, but there's no featherweight division here, my small friend. Next!" says the lady, the last part she said with a chuckle in her voice.

"No, no, sign me up." says Peter.

The lady then looks at Peter for a second and then sighs.

"Okay. You understand the TVWL is not responsible for any injury you may and probably will sustain while participating in said event, and you are indeed participating of your own free will?" asks the lady.

"Yes." replies Peter.

"Down the hall to the ramp. May God be with you. Next!" says the lady just as Peter begins walking towards the ramp.

Meanwhile, in the ring, Seth throws another wrestler over the ropes and the latter crashes into the table, with a loud scream coming from him.

"Winner!" shouts the referee to Seth.

"Are you ready for more?!" shouts the announcer.

Everyone then begins cheering. Seth then takes the microphone from the announcer's hand, gently.

"The Duke is ready!" shouts Seth before he hands the microphone back to the announcer.

"Will the next victim please enter the arena at this time? If he can withstand just three minutes in the cage with the Duke of death himself, the sum of $5,000 will be paid to..." shouts the announcer, backing up to the ramp.

The back has a white curtain, with Peter's shadow peering behind it.

"What's your name, kid?" asks the announcer. Peter thinks for a moment.

He hadn't actually considered a name at all. Frantically thinking, Peter then spits out the first thing that comes to mind.

"The Human Spider." says Peter.

The announcer then turns to Peter, a look of disgust on his face and pulls down his glasses.

"The Human Spider?! That's it? That's the best ya got?!" asks the announcer.

"Yeah!" says Peter, on the verge of whining.

The announcer then pushes his glasses back into place and shakes his head.

"Oh, man. That sucks." says the announcer just as he begins walking back towards the ring.

"The sum of $5,000 will be paid to the terrifying... the deadly..." says the announcer as he stops suddenly.

The crowd dies down a tad bit, waiting for the announcer to finish.

"...the amazing SPIDER-MAN!" yells the announcer just as the curtain opens up to reveal Peter in his costume.

Peter's costume featured a red sweatshirt with a spider drawn on the front. His pants were an old pair of sweatpants that still fit him. He also wore black winter gloves, and finally a red ski mask.

"My name's the Human Spider." says Peter to the guy behind him.

"I don't care, get out there." says the man behind Peter.

"No, he got my name wrong!" says Peter, this time a little louder.

"I don't care, get out there you moron!" yells the man just as he pushes Peter out into the room.

Everyone then began to boo at Peter. People were also throwing soda containers, popcorn, and even hot dogs at him. Peter then began to shake uncontrollably. He wasn't sure if he would even survive this. Seth was a pretty large guy, and he looked like he could take Peter apart. Seth was a good foot and a half taller than Peter, and that's what _really_ made him intimidating.

" _It's okay, Parker. Just... keep your cool and everything will be fine._ " thinks Peter to himself.

Peter then crawled underneath the ropes that bound the ring, and then stood up straight. He could see Seth's muscles. They looked like they could give Buttercup a run for her money. Peter then walked to the middle of the ring, facing his opponent.

"So... you got a death wish or somethin', little boy?" asks Seth, the smell of tobacco plaguing his breath.

"I'm not afraid of you, old man." says Peter defiantly.

Seth then takes a step back, then takes a step forward, and leans down, facing Peter eye to eye.

"Did you just call me... old?" asks Seth.

"You heard me... grandpa!" says Peter, this time a little louder.

"So the freak _does_ have a death wish, but no need to settle it right _now_. The match hasn't even started." says Seth.

" _Oh, great, Parker! You did the WORST possible thing you could do to this guy; make him mad._ " thinks Peter to himself.

Peter then walks back to his corner, and Seth to his. Then, the bells rang. Seth screamed in fury, but Peter just closed his eyes. He was waiting for that sixth sense to come into play once again. Peter was going to use Seth's own strength and mass against him. As soon as the tingle went off as the base of his skull, Peter flips out of the way, mere seconds before Seth hit him. Seth's face slammed into the pole in front of him. He looked like he was in one of those old _Tom and Jerry_ cartoons, when one of the characters hit their face on something hard. As Seth stumbles up to his feet, he looks around frantically, trying to find Peter, only to hear a muffled voice.

"Hey, rock-for-brains, up here!" shouts Peter from above.

Peter was sticking to the poles that held the ring into place. Seth looked up, only to gape in shock.

"What are ya doin' up there?!" demands Seth.

"Staying away from you. That's a cute outfit, did your husband get it for you?" mocks Peter.

Seth, now filled with a boiling rage, leaps up at Peter, screaming in blind rage. Peter performs a triple somersault, and lands about 10 feet behind Seth, on all fours. Seth then charges at Peter, only to be met with a web to his face. Peter then leaps forward and punches Seth in the jaw while he was momentarily distracted. Seth flies backwards, disoriented by Peter's attack. Peter then grabs Seth by the collar of his wrestling uniform. The teenager then performs a triple somersault, holding Seth in arms, as the he lands on a pole, holding him with one arm. Seth then begins to scream and cry.

"Alright, ALRIGHT! You win, YOU WIN!" yells Seth in pure terror.

As Peter let Seth down, the terrified wrestler was blubbering like a baby.

"You ain't... human!" says Seth as he was carried away by his trainer and friends.

For a moment, the crowd was silent, but then a roaring pause comes when the referee comes over and grabs Peter's hand.

"Winner!" shouts the referee.

The announcer then returns to the ring with his microphone.

"And like that, we have a winner! Give it up for the new champion, Spider-Man!" shouts the announcer, just as the crowd begins to chant Peter's new nickname.

Peter then relishes in glory, smiling under his mask, before throwing both arms in the air.

"I am the Duke now! No, even better, I am the KING!" shouts Peter to the crowd, taking up after those old Muhammad Ali boxing match recordings that Uncle Ben used to show him as a child.

For once, Peter got a chance to strike back against the jocks and bullies who had picked on him his entire life.


	7. Chapter 7: Revenge

"You've gotta be kidding me!" shouts Peter, loud enough for people in the rest of the office to hear him.

Peter was in the promoter's office, waiting to collect his reward, but the promoter was giving him a hard time.

"You gotta problem, kid?" asks the promoter in a nasty tone.

"Yeah, I do! I want the money I was promised in the ad!" yells Peter, his face getting hot.

"Well, I got news for ya, Web-Head. The ad said 5 grand, for 3 minutes, and you pinned 'im in 2. For that, I give you $1,300 and you're lucky to get that." says the promoter.

"Listen, I need that money!" yells Peter.

"I missed the part where that's my problem." says the promoter, greedily counting his money in his hands.

"Now get outta here..." says the promoter.

Peter simply takes the money he had been offered and storms out, slamming the door as he went along.

"Hey, hey! Don't slam mah doors, ya brat!" yells the promoter, fearing that his glass doors would be shattered.

He had no idea what kind of stuff a pro wrestler like Peter could do. The promoter then simply sits back in his chair, sighs, and continues counting his money. However, he wouldn't be the only one practically stealing another persons money tonight...

As Peter walks towards the elevator, still mad about being cheated out of his money, he notices another man walking the opposite direction that he was walking. The man was much older than Peter, probably in his mid-30s. He had blonde hair, green eyes, and stubble which reminds Peter of those days where Uncle Ben would be depressed about his brother's death, his brother being Peter's father. He was wearing a brown jacket, a black shirt, and baige khakis. His sneakers were old, covered in dust, grime, and what seemed to be oil. The man was walking somewhat erratically, almost as if he were in a hurry. Peter didn't think to much of it.

" _Maybe the promoter owes him money, guy probably deserves it._ " thinks Peter to himself.

He then gets to the end of the hall, where the elevator is. Peter then stops a few inches from the door. He contemplates going back and getting the rest of the money he won. After all, he could climb walls, shoot webs, and probably lift a taxicab over his head if he wanted to.

" _The guy was wrong. Regardless of how long the fight lasted, I earned the $5,000. Maybe I should..._ " thinks Peter to himself.

But before he could ponder anymore thoughts, a loud noise came from the promoter's office behind him. It sounded like a loud _whap_ , like metal hitting plastic. He then hears a short scream following suit. He then hears the words "hurry up" being said. As Peter watches on, the man that had walked past Peter before came running out of the office, with a bag. He was running in such a hurry. Peter then sees the promoter wobble behind him.

"HEY! KID! STOP THAT GUY! HE STOLE THE CASH! HE STOLE MY MONEY!" yells the promoter to Peter.

Peter then thinks to himself for a second. This guy cheated him out of the reward, and now he wants help. But before Peter could think about what to do next, the thief whizzes past him and gets into the elevator, with Peter watching on. The door then closes, but not before the thief utters out something.

"Thanks!" he says quickly, just as the doors shut.

The promoter then reaches the end of the hallway, and slams his fist onto the door.

"What the heck is the matter wit'chu?! You coulda' taken that guy apart, 'cause now he's gonna get away with _my_ money." says the promoter angrily.

Peter then thinks to himself for a moment, then comes to what he believed to be a radical conclusion.

"I missed the part where that's _my_ problem." says Peter, with a hint of satisfaction in his voice.

The promoter then looks at Peter for a moment, almost as if his expression were saying "Alright, fair game." The promoter then turns and walks back to his office, probably to call the police. Peter then hits the down button on the elevator, feeling satisfied with himself.

* * *

About an hour later, Peter arrives home. It is late. The sky is black and the streetlights are on. The only other lights that are on to light up the streets are the lights in the windows of the houses. Peter had taken the bus home. Uncle Ben hadn't shown up to pick up Peter like he had promised. Peter figured that his uncle must've been preoccupied. The house is nearly finished unpacking, but not completely. Peter believed that Ben probably forgot and was still unpacking the last of their belongings. However, as Peter got up to his house he noticed lights that were peculiar. They were red and blue, flashing, and on top of a black and white car. Peter's heart began to race as he begins to run up to his house, the police car parked in front of it. As Peter gets up to the front door, his mind races with a thousand thoughts all at once.

" _Aunt May, Uncle Ben... !_ " thinks Peter to himself, panicking.

Peter opens the front door and witnessed a sight he wish he had the power to unsee. 2 police officers looking around the front room and one standing right in front of him. There were signs of a struggle. Aunt May's flower vase is on the ground, shattered. The rug has a small, red splotch on it, and the cushions of the couch are out of their designated spots, on the floor.

"Are you Peter Parker?" asks the officer standing in front of him.

"Wh-what?" asks Peter still reeling in from the shock of the sight.

"Are you Peter Parker?" asks the officer again, this time a little firmly.

"Y-yeah. What happened here? Where's my Aunt May? Where's Uncle Ben?!" asks Peter all at once.

The officer looks at Peter for a moment, then down at the floor, then back at Peter before sighing.

"Listen, son. I've got very bad news. A burglar broke into your house. Your uncle tried to take him by surprise, but the burglar was armed." explains the officer, dread tinting his voice.

All at once, Peter's world begins to crumble and shatter all around him. He raises his hands and buries his face in his palms, allowing tears to fall from his eyes.

"No... no..." says Peter, quietly.

Tears then begin to fall from his eyes.

"Your aunt's over at a neighbors house, and we got the burglar trapped at a warehouse down at the waterfront." says the officer.

Peter then runs in the opposite direction, away from the house. He can hear the officer say "wait" behind him, but Peter ignores it. He knows that the Powerpuff Girls would also be there as well, as with any case. But Peter wants the first man to get him.

Peter then rushes behind the house, and tears down his brown jacket, revealing his wrestling uniform. If anybody is going to get this burglar, it's Spider-Man.

* * *

In the city, Peter, having got there via keeping to the shadows and jumping great heights. He figures that the increased strength that went to his arms also goes to his legs. On the rooftops, Peter is trying to figure out the best way to get to the warehouse without being noticed. He could jump on top of some cars, but that would be passed off as peculiar. Peter, thinking, gets an idea.

" _The tensile strength should be enough to... carry me._ " thought Peter.

Then, he held out his arm and clenched his middle finger into his palm, and then _thwip_. A long, thick string of web launches from the "spinnerets" in his wrists. The web then attaches itself to the ledge of the building across from Peter. Peter then closes his eyes, taking 3 long, deep breaths.

" _It's okay, Pete. You have no such thing as a fear of heights._ " says Peter to himself.

Then, mustering the courage, Peter pushes himself off the ledge and begins swinging. Peter screams, believing that he would join his uncle in death this very night, but then, almost as if out of instinct, Peter shoots a web from his other hand and begins swinging towards the next building. Peter then opens his eyes, and finds himself swinging for the next building. He then shoots another web from his other wrist, and then the other, and he continues to repeat the same patter over and over again.

Peter then listens for the sounds of sirens in the distance and changes directions, following the sirens towards what he believed to be the waterfront. Peter then changed from being fearful to being determined. He wanted vengeance. He would make sure that Uncle Ben's death would not be in vain. Peter Parker would make sure of that. Spider-Man would make sure of that.

* * *

At the waterfront, a squad of 7 or so police cars surrounded the building. Next to the officers, were the Powerpuff Girls, floating 5 feet in the air.

"C'mon, when can we go in?!" pouts Buttercup, crossing her arms.

"We've gotta wait. The officers say that the guy could simply slip into the river if we rush him. We've gotta draw him out." says Blossom, realizing the severity of the situation.

Blossom is still hurt from the things that Peter had said to her the other evening, even though she knew he was right. They couldn't be a couple. But Blossom knows that now was the time to forget about it. As uncomfortable as she was regarding the way Peter had acted earlier at school, she can't condone death. She knows that she and her sisters would be facing a killer if they went in.

"Blossom, is this guy gonna, y'know... kill us?" asks Bubbles in a nervous tone, tears welling in her big, blue eyes.

"No. No, he's not." says Blossom, hugging her terrified sister.

Bubbles knew that she could take a bullet, but the uncle of their new neighbor was just _killed_. During these types of situations, Bubbles simply broke down. However, in the shadows, the girls didn't notice as a figure slipped by into the warehouse. Whoever was responsible for Ben Parker's death, this man in the shadows was going to get him first.

* * *

Inside, it is very dark. Boxes swamp the whole area. Cobwebs cover every corner. Then, out of the darkness, comes a footstep. It is followed by another, and another. A figure walks around in the darkness, his gun drawn and ready to fire. The figure paces around the room, trying to figure out a way to by himself a little more time. His plan was simple; he would simply wait out the police and the Powerpuff Girls out in the warehouse. Then, when the moon goes behind the clouds, he would escape out the back way, slip into the river, and swim off. If that didn't work, and if the authorities did end up raiding the place, the several hiding spaces would give him a chance. He could simply pick them off one by one. Either way, he'd escape with the cash.

" _Gotta give thanks to that kid. Had he stuck his foot out, or tried to hold me, I would've gone back to the Big House._ " thinks the figure to himself.

He had beaten that wrestling promoter with the butt of his gun into giving him the cash. The kid in the red and blue tights made the difference for him between freedom and imprisonment. The man then began to sweat with nervousness. He had just gotten the feeling that someone was in the room, watching him.

Above, is a teenager, one currently filled with rage, fear, vengeance, and nervousness. Peter Parker, the Spider-Man, is waiting to get the drop on this man. Whoever he is, he would pay. He had taken the life of an innocent man, and now he must suffer the consequences.

" _Alright, you scumbag. I've got the drop on you now. You're mine, all mine..._ " thought Peter to himself.

In the shadows, Peter has an advantage. He is small, and light. He could surely take this man by surprise. But there was one problem; he isn't bulletproof. If the man somehow manages to see Peter, he was done for. One shot to the head, and Peter would be joining his uncle in Heaven. He couldn't let that happen. He _wouldn't_. It would cripple Aunt May.

Peter slowly creeps down from the ceiling on a strand of web. He drops to the floor without a sound. The killer's sweat begins to increase as the feeling of being watched began to increase, until he turns around in an instant, only to be met with a punch to his jaw.

"Yah!" yelps the killer as he begins to stumble backwards

Peter had hit the killer just hard enough to send him on his rear. If he punched too hard, the burglar could've flown through the window and into the hands of the police, and that would be the end of his revenge. Peter then reaches out with both hands and grabs the killer by the collar of his jacket, and pushes him into the wall behind him with a loud _thud!_

The killer then reaches down with his right hand to pull out his firearm. He manages to raise it and, with a slight pull of the trigger, fires out several shots. Peter then pushes his feet into the ground and prepares to perform a triple somersault. The killer then stops pulling the trigger, allowing to room to become still one again. As the shooting subsides, Peter finds himself clinging to a wall on all fours. The killer, using the dimmest light to his advantage, barely manages to get a glimpse of the man on the wall.

"Wh-who's there?! Who's on the wall?!" cries the killer out loud in confusion.

"You'll find out soon enough... MURDERER!" screams Peter, who then glares at the killer.

Peter leaps down, only a few feet away from his prey, and begins to menacingly step towards him. The killer, in turn, steps back, slowly... and fearfully. The killer pulls out his firearm again, this time ready to kill this masked man. Peter then raises his left arm, presses his middle finger into his palm, and with a _thwpp_ , fires out a webline, allowing it to connect with the barrel of the killer's gun.

Peter then yanks hard on the strand, sending the killer flying backwards into the wall with a loud _slam!_

"Agh!" yelps the killer in pain.

The burglar then slowly raises himself to his feet, holding his stomach in pain, and makes an attempt to wobble over to the exit, but is stopped ubruptly when something foreign snags his shoulder. The man then looks over his shoulder, only to see a white glob attached to his jacket.

"This is for the man you _killed_!" shouts Peter.

Peter then yanks on the web very hard, throwing the killer back towards him, narrowly moving out of the way as to allow the killer to slam near the windows where the authorities are just outside, with a _crash!_ The killer then stumbles to his knees and slowly begins to get up.

"You can't escape me! I'll chase you to the ends of the Earth!" screams Peter in a fit of rage.

Peter then hops 7 feet into the air and lands right in front of his enemy. The killer then looks up to see a man in a red ski mask with a red sweatshirt with a large spider on it. His white gloved hands were clenched into fists.

"Don-don't hurt me. Just give me a chance. JUST GIVE ME A CHANCE!" yells the killer in fear.

"What about my uncle, huh? Did you give him a chance? Did you?! ANSWER ME!" screams Peter in rage just as he picks the killer up by the collar of his jacket and pushes him into the window, where the light coming from the police cars begins to illuminate his facial features.

There, Peter's face turns from a look of pure anger and rage to absolute horror. His eyes begin to well with tears as he comes face to face with the one man he had never imagined.

The crook from _before_.

The one from the _wrestling arena_.

The one that Peter could have stopped when he had the _chance_.

Peter then releases his grasp on the killer's shirt, letting him go. He then takes about 2 steps back, shaking with nervousness and shock. The killer then simply smiles. It is a painful one, but a smile nonetheless. He then raises his right arm and holds his gun up to Peter's face before giving out a slight giggle.

"Se ya." says the killer, only to be met with Peter swiftly grabbing his wrist with his left hand.

Peter then turns it to the point where the bone broke with a loud _snap_.

"Yaaaaaggghhhh!" screams the killer in pain.

Seconds later, he is met with a punch to his jaw with a loud _crak_ , sending him tumbling to the ground, unconscious. Peter then looks down at his enemy, stunned and horrified. Peter then reaches out with both arms and picks up his gun and body and proceeds to drag him over to the back of the room. Peter would go as far as to beat every fiber of his being out of this man, but he would not kill him. Instead, Peter has a different plan in mind...

* * *

Outside, the officers are talking amongst one another. They are discussing what the judge might condemn the killer to. he expression on Blossom's face signifies hurt and grief. Peter's uncle was murdered. If only she had been there, maybe she could have saved him. As she sits on the roof of the car, contemplating her thoughts, a sound rings out that causes herself, her sisters, and the officers to look towards the warehouse. It sounded like a loud _bang_ , almost like a gunshot.

"Alright, everyone, look sharp! Gunshots have been confirmed. Move in, move in." says the sergeant.

The officers and the girls then knock down the door of the warehouse, with a thung, and proceed to search the place. They did a search through the entire building. Blossom isn't sure what to expect. The possibility that the killer might've committed suicide, or the possibility that he might have just been trying to goad them into a fight, the former of which makes her sweat more.

Buttercup is next to her, the most confident of the three, but also, the angriest. During crime investigations, the one type that made the tomboy Powerpuff want to grind someone's skull in was a murder. To Buttercup, taking a life is the same as selling yourself out to pure evil.

Just then, however, the silence was broken by the sounds of a female officer calling her comrades. Everyone rushes over, the girls included. However, things take a turn when they arrive.

"AAAAAAAHHHHHH!" screams Buttercup, shielding her eyes with her fingerless hands.

Her sisters look ominously at what they saw all flashlights being directed at. One of the officers then finally said aloud something which broke the silence.

"I-it's him! On a... spider web?!" says the officer, shocked.

The killer is hanging in a thick ball of web, just enough to support his weight. Everyone looks on in wonder as to who could have done this. But outside, another figure begins swinging away from the warehouse on what appears to be ropes.

* * *

Up on a gargoyle, high above Townsville, Peter sits there with his mask off, thinking.

" _What have I done?_ _I allowed my greed to get the better of me. My passion took hold of me and now look what it's done. Uncle Ben is dead... because of me. Me and my ignorance!_ " thinks Peter to himself.

Peter then gazes out into the nighttime skyline of the city, silently crying, for he had finally learned the hard way the lesson Uncle Ben taught him earlier that day; _with great power, comes great responsibility_.

And thus... a _legend_ is born, as a new name is added to the roster of those who would make the world of _fantasy_... the most exciting realm of all!

 **Alright, scratch what I said before. _THIS_ is the longest chapter I've ever written for any of my works. Hope to see you guys in a few weeks. School starts soon, so my fanfiction life is gonna be pretty empty for the next while, at least, until a break comes along. But until then, enjoy, leave a review, and leave a like. You guys have no clue how hard it is to make these. Well, bye for now :)**


	8. Chapter 8: Amazing Fantasy

At the funeral, which comes 2 days after Ben's death, there is a lot of weeping. Tears are shed, and stories are heard. By the front entrance, Peter is sitting in a chair, weeping to himself, when he feels someone touch his arm.

"Are you alright?" asks Blossom with a soft tone in her voice.

Peter looks up, his eyes red, obviously from crying so extensively.

"Yeah. I... I'm fine." says Peter, his voice shaking.

"I dunno if it makes you feel any better, but the killer was caught the night your uncle died." says Blossom, trying to reassure her friend.

"Oh... great." says Peter, obviously not caring too much.

After all, he had been the one who caught the killer in the first place.

"I'm sorry. I shouldn't have-" says Blossom.

"No. It's fine. At least they brought him to justice." says Peter.

Blossom then sits down in the chair next to Peter and then put her arm on his shoulder.

"I can't imagine what would happen if me and my sisters lost the professor." says Blossom, looking over at her sisters, and then to her father, who is talking to Aunt May.

"I'd know what it's like. My parents died in a plane crash when I was very young." says Peter.

Blossom then looks down at the floor, her large, pink eyes beginning to well up with tears. She could handle a lot of depressing situations, but this didn't cut it. The thought of not knowing your own parents from a young age had never crossed her mind before, but now, the more she thought about it, the more terrified she became. She then hugged Peter, who was caught off guard.

"Peter... I'm sorry. I'm _so_ sorry..." mutters Blossom, sobbing into his shoulder.

Peter then remembers a scene that took place when he was a child.

* * *

 _6 YEARS AGO..._

 _Peter's eyes flash awake to the sounds of screaming in his ears. The rain continues to patter on his window as the storm continues to rage outside with the gods' fury. He then looks around his darkened room, ultimately averting his attention upwards, specifically looking at his bed. He looks at the smaller silhouetted form sitting on the bed, shaking._

 _"Mary Jane? You okay?" asks Peter in a worried tone._

 _A young redhead, about half a year younger than him, then slowly turns her attention back to her best friend._

 _"Oh, Peter! It was horrible!" says Mary Jane._

 _Before Peter could answer, however, Mary Jane leans towards him and flings her arms around Peter's neck, sobbing greatly. Peter returns the embrace, trying to comfort his best friend._

 _"Shh, shh, it's okay." says Peter._

 _"It was a nightmare! M-my daddy... !" explains Mary Jane._

 _Peter slightly tenses at the mentioning of Mary Jane's father. For a long time now, Mary Jane and her mother had been enduring the abuse dished out by the former's alcoholic father. He wants to comfort her, to tell her that he would be her shield against her father, but what could he do? Just a 9-year old boy against a 42-year old drunkard? Completely unrealistic. Peter continues to hug his friend, trying to comfort her and tell her that it would be alright. That she was not... alone._

* * *

Peter then comes back to reality, however, he realizes that Blossom is gone, along with her family. He then sits there, feeling... alone.

* * *

When he and Aunt May arrive home, the feeling in the atmosphere is somber. As Peter walks towards the stairs, however, he hears the familiar sound of his aunt's voice.

"Can I... can I get you something to eat, Peter?" asks May, sweet tone in her voice.

Peter turns to face her, a fake smile on his face.

"No thanks." says Peter, just as he begins walking up to his room.

* * *

Later on that evening, in the room of a certain teenage boy, Peter sits on his bed, feeling depressed. He was looking at the floor.

" _Why? Why did this happen? Why did I LET this happen?_ " thinks Peter.

All of a sudden, there is a knock at Peter's door, and Aunt May walks in. She sits on Peter's bed next to him.

"I missed him a lot today." says Peter.

"I know. I miss him too, but he was there." says May, trying to relieve some of Peter's pain.

"I can't help thinking about the last thing I said to him. He tried to tell me something important, and I threw it in his face." says Peter, on the verge of tears.

"You loved him... ...and he loved you. He never doubted the man you'd grow into. How you were meant for great things. You won't disappoint him." says May, just as she gets up and walks out of the room.

Peter then sits there for a few more moments before he looks towards his desk. Peter then gets up and walked towards the desk. He then gets down on his knees and pulls out the suitcase under it before opening it.

Peter's wrestling costume is in it, or at least the shirt. Peter then picks it up with both hands and pulled it out. He then reaches for the only other thing inside the bag; the very first picture of his costume he had ever drawn. Peter then looks at the picture for a few minutes, thinking back to the wise words of an even wiser man.

" _With great power, comes great responsibility. Remember that, Peter. Remember that._ " thinks Peter, remembering the words his uncle had said to him before he died.

Peter then thinks for a few moments before finally coming to a decision. A decision that would forever define his life...

* * *

2 weeks later, in the city of Townsville, all is going well. People are going about their days, going to work, school, shopping, everything. Suddenly, a scream is heard at a local convenience store. A man and his wife are being held up by 2 armed thugs. One is tall and is holding a shotgun. The other os short and os holding a pistol.

"Hurry up!" yells the tall one.

His voice was gruff and older. The couple then hand the tall one every bill in the cash register. The thug hastily takes it and puts it in his pocket. The two then give smiles and ran out the door. They were not even away from the vicinity of the door when they hear a whooshing sound.

"Aw, no! It's dem darned Powerpuffs!" says the small thug.

They look down at the ground and see one shadow on the ground.

"Waitaminute! That ain't them Powerpuffs! So who is... ?" says the tall thug in confusion

But before they could ponder any more thoughts, the 2 men are yanked up, screaming like babies, and finally stop when they are hanging by their butts.

"Uh... could somebody get us down?" says the tall thug.

"Please?!" yells the small thug.

The thugs were hanging from a lamppost by their butts on what appeared to be a strand of webbing. People then begin crowding around and taking pictures on their cell phones.

"This is not a man! My brother saw him building a nest in the Townsville central tunnel!" says a man.

He was being interviewed for the news on the subject of the new rage in town; Spider-Man. Townsville's newest hero was stirring up quite a lot of attention.

"I think he's human. I think he's a man. Could be a woman!" says a woman being interviewed in a park.

* * *

Later that night, police cars responding to a robbery in progress arrive only to see that the problem has been taken care of. A jewel thief is suspended between a lamppost and a street sign by what appeared to be a giant web.

"Uh, Bobby? I think you might wanna call the station and tell them to call off the Powerpuff Girls. I think that the spider got to the jewelry store first." says one of the officers, still looking in awe as to how the criminal was suspended up there in the first place.

* * *

Days later, a man is getting a newspaper from a stand. He looked to be about in his mid-60s. Just as he's reading the paper however, a shadow flies overhead. The man looks up in surprise, and then awe. A red and blue figure with a giant red spider on his mostly blue back swings down the street. Just then, everyone begins getting out their phones and taking pictures.

"WOOO-HOOO!" shouts the figure.

"Look, mommy! It's Spider-Man!" shouts a little boy.

Just then, the figure, now identified as Spider-Man, lands on a rooftop. He then pulls of his red mask. It was covered in what appeared to be web. The most prominent feature about it being the large, white eyes on them. His chest was red down the middle, which got narrower as it went down until it spread into a belt at the waist. The legs were completely blue until you got to the boots. The boots were red with a web pattern. The arms were mainly red, with a little blue near the armpits. As Spider-Man pulls off his mask, Peter's face erupts from it.

"This life is something else!" says Peter, looking out into the Townsville skyline, beaming with pride.

Peter then looks at his mask, and then pulls it back over his face. After that, Peter presses his middle finger into his palm and fires a web from his wrists. It sticks to the ledge of the apartment building across the street, and Peter pushes himself off, beginning to swing once more.

 **Glad to see that everyone likes this series. It really makes me happy. I'm having some writers block right now, though. I don't know which villain to have Spider-Man fight in the next chapter. If you guys could PM me your suggestions for the villain, story, and characters, that would be much appreciated. But remember, Spider-Man villains ONLY for the next chapter. I'll have him battling some of the Powerpuff Girls' enemies as the series progresses, but for now I want to keep this subtle.**


	9. Chapter 9: Interrogation

"... _and that concludes our latest coverage of Townsville's newest masked defender, Spider-Man. Many people are debating on weather or not he might actually replace the Powerpuff Girls, or be a repeat of Major Man from years past. One thing is for certain, however. Spider-Man is not going away anytime soon. Is he a hero, a faker, or a menace? You decide._ " says the news anchorman just as the TV shuts off.

"This sucks! We've got this new guy in town who's stealing our thunder! And worst of all, he models himself after a spider. A SPIDER!" yells Buttercup.

It had been about 3 days since Spider-Man made his first appearance in Townsville, and already he was stealing the big headlines in the city.

"Calm down, Buttercup. I'm sure that this 'Spider-Man' character is, as the anchorman said, a repeat of Major Man from way back when." says Blossom.

The girls had been sitting on the couch watching the news about Spider-Man's recent appearance.

"Well, what if he's not trying to be like Major Man? He hasn't given the mayor a hotline for him to call from, and he has been cleaning up street crime like crazy." says Bubbles, trying to reason with the situation.

"But Bubbles, that's _exactly_ a part of my point. He hasn't gone to the mayor's office and given a hotline to him. Spider-Man's just a loose cannon! A vigilante who thinks he's higher than the law!" says Blossom, slightly raising her voice.

"Yeah! And the fact that he models himself after an 8-legged thingie-majiger really adds to the creep factor. I mean, after all, he can shoot webs from his arms and crawl walls!" says Buttercup.

Blossom and Bubbles then just look at their tomboy sister with annoyance in their eyes.

"What?! It's true!" says Buttercup.

Blossom then looks at the floor, trying to figure out the best way to approach the situation. Then, an idea lights up in her head.

"I've got it!" says Blossom.

"What is it?" asks Bubbles and Buttercup in unison.

"We'll just ask him what he's up to." says Blossom, a bright smile across her face.

The remaining 2 Powerpuff Girls then look at each other in shock.

" _That's_ your plan?! To just _ask_ him?!" yells Buttercup in frustration.

"Well, Buttercup, Spider-Man hasn't committed any crimes and he has been reported at multiple bank robberies. I want to go about this in the most peaceful way possible without causing any destruction." says Blossom explaining her reasons to simply talk to the new vigilante.

"I say we go for it! After all, what's the harm in making a new friend out of another superhero?" asks Bubbles in a very enthusiastic tone of voice.

"Superhero? _Superhero_? Really?" says Buttercup.

"Bubbles, we don't even know if Spider-Man is even really on the side of good or bad. What if he's one of Mojo Jojo's genetic creations? O-or one of HIM's constructs? Or a gun hired by Princess Morbucks? For now, let's just refer to Spider-Man either by his name or by the term 'vigilante'." says Blossom.

"Okayyy..." says Bubbles, confused.

The girls then fly right up to their room and begin to formulate a plan as to how to talk to the web-spinner without causing a fight.

* * *

The following evening, in the city, Peter is swinging about the skyline, enjoying the cool fall air.

" _Maybe Uncle Ben's death brought me some joy. I've always wanted to help people in ways never expected, and now I have the perfect opportunity to do it._ " thought Peter to himself.

Suddenly, a scream rings across the block, causing Peter to turn his head to the right.

" _Well, looks like it's time to get to work._ " says Peter to himself.

He then swings lower, closer to the street. Just then, Peter's sixth sense begins buzzing, directing him to an alley at the end of the block. As Peter gets closer and closer, he begins to hear more commotion coming from the alley, eventually becoming distinct enough to the point where he could hear actual, distinct words.

"Gimmie yo cash!" yells a low voice.

It sounded older, about maybe in the 40s range area of age.

"Please! Please... let me go!" yells a feminine voice.

It sounded soft, gentle, but terrified at the same time. Peter then jumped from his web onto the wall and then began to scale it. He eventually got to the alley where he heard the commotion taking place in. Peter then crawled about 2 stories higher than his current position. He then sees what looked like a mugging taking place. The mugger's appearance matched his voice and age, about in his 40s, maybe 50s. He was wearing a grey beanie, a brown jacket, and blue sweatpants. His victim, a woman who looked to be in her 30s, had blonde hair, blue eyes, a white dress, and black high heels. Peter then gets an idea. He pulls back his tougue, turns his mouth into a circle, and lets out a sharp whistle from under his mask. The mugger then jumps away from the woman, startled.

"What the... ?! Who the... ?!" stammers the mugger, looking in both directions, trying to find the source of the whistle.

"Hey, genius! Look up here!" shouts Peter to down below.

The mugger the raises his head up, allowing Peter to get a good look at his face. He had dark skin, a beard, and sunglasses on his face.

"Y-you... ! You're the Spider-guy!" says the mugger.

Peter then sighs in frustration.

"It's _man_! Spider- _Man_! Get it right!" yells Peter just as he begins spraying webbing from his wrists at the mugger.

The mugger then tries to flee, only to trip and fall.

"Hey! What the... ?!" shouts the mugger, surprised, only to see that the rest of his body has been encased in what looked to be a shiny, white rope.

"Lemme go! Hey!" shouts the mugger, panicking.

Peter then walks up to the mugger and picks him up.

"Don't worry, pal. That webbing will dissolve within an hour. Until then, you can politely wait for the cops and gladly tell them about your predicament!" says Peter, teasing the mugger.

Peter then sticks the mugger to the wall and secures him with another bout of webbing. Peter then approaches the woman, who has a terrified look on her face.

"Hey, are you all right?" asks Peter.

The woman then stares at Peter for a second, looking into his reflective eye lenses.

"I... I'm fine." she says, her voice shaking.

"Well, I... guess I'd better be on my way." says Peter, just as he squeezes his middle finger into the palm of his hand and fires a webline at a nearby ledge.

Peter then jumps into the air and swings away, satisfied with his work.

* * *

About an hour later, Peter lands on top of an apartment building.

"What time is it?" says Peter aloud.

He then glances towards the clock on a nearby bell tower, which reads 7 o' clock.

" _Yeah, I've still got time._ " thinks Peter to himself, remembering Aunt May's 10 o' clock curfew rule.

But before Peter can do anything else, however, his sixth-sense which warns him of impending threats begins buzzing at the base of his skull. Peter, as if on instinct, does a backflip just as a bright green streak of light flashes from under him. Peter then lands back down on his feet, crouching. However, just as Peter looks up, a sight of horror to him makes itself known. There, floating about 12 feet in front of him, was Buttercup. She had a look of rage on her face, her emerald eyes seemingly staring directly into his lenses. She was also panting, very hard, and there was sweat also accompanying her panting.

"Uh... can I help you, Buttercup?" asks Peter, trying to calm her down.

"You wanna help out, Spider?! GET OUT OF OUR CITY" shouts Buttercup, echoing across the whole city.

"Wait. We... ?!" sputters Peter in confusion.

Just then, Buttercup darts like a bullet towards Peter, seemingly at a super sonic speed. But before she could reach him, Buttercup was knocked aside by a streak of bright blue light into a building.

"What the... ?!" yells Peter.

"Sorry, Spider-Man. Our sister has an affinity towards arachnids of all types, especially spiders." says a voice from above.

Peter then looks up to see Blossom hovering above him.

"Uh... I'm not sure what this is really all about. Why are you guys attacking me?" asks Peter, confused.

"We didn't intend to attack you. Our sister just got very jumpy." says Blossom, explaining to the vigilante what the predicament was.

"Well... what _did_ you intend to do?" asks Peter.

"We wanted to ask if you were legitimate or not." says Blossom.

Peter is then confused by the query.

"Uh... I'm sorry. 'Legitimate'?" asks Peter is confusion.

"I mean are you doing this for profit and publicity or are you doing this to actually save lives out of the goodness of your own heart?" asks Blossom.

Peter then freezes. He's not sure how to go about this. Should he answer the question honestly or try and avoid it?

"I..." starts Peter.

"I do this because it's my responsibility. I have this great power, and I seek not to use it for personal gain. I've already learned my lesson for doing _that_." explains Peter.

Blossom then looks at the vigilante, he eyes meeting his large lenses.

" _He sounds so sincere, like he really means it..._ " thinks Blossom to herself.

"Spider-Man... do you really mean that?" asks Blossom, her voice as soft as an angel's.

"I wouldn't be in this biz if I wasn't." says Peter.

Blossom then looks at her sisters, with Bubbles trying to restrain a raging and terrified Buttercup, then back at the new vigilante.

"Spidey..." says Blossom, her voice as soft as an angel's.

"I'm gonna keep doing what I do. If you stay out of my way, I'll stay out of yours. Got that?" asks Peter.

Blossom then turned her head, wondering what to do.

"I... I guess. I mean-" says Blossom before stopping.

When she turns her head back, the arachnid-themed super hero was gone. Blossom then lets out a sigh of frustration and then turned back towards her sisters.

"Ugh! Lemme go, Bubs! I wanna have another crack at that wall-crawling freakshow!" yells Buttercup, struggling to get free.

"Buttercup, you have to calm down!" says Bubbles, trying to calm down her tomboy sister.

"You're not gonna have another crack at Spider-Man, Buttercup." says Blossom.

"Oh, yeah?! And why not?!" asks Buttercup, now calming down.

"Because he's gone." says Blossom. Buttercup then just sits still, a look of horror and shock in her eyes.

"You... you just... let him go? J-just like that?" asks Buttercup, nervousness doing a number on her voice.

"Well, he didn't do anything _wrong_ , necessarily." says Blossom.

"HE'S A FREAK!" screams Buttercup, now getting in her sister's face.

"Some people consider _us_ freaks and we still save the day." explains Blossom, trying to reason with her angered sister.

Buttercup then looks at her sister for a moment before backing away.

" _Fine_! But if we see him doing _anything_ suspicious, then I'm gonna squash him like the bug he is!" says Buttercup, back turned to her sisters with her arms crossed.

Blossom then begins to seriously ponder if allowing a vigilante with no connections to the law whatsoever to escape was the best idea. Those thoughts would haunt her all night long and into the next day.

* * *

Meanwhile, in a secret location on the docks, trouble was brewing. All of the warehouses were quiet, except for one. There was a glowing light inside of the warehouse, flickering.

"Soon..." says a voice.

It was very old, sounding like it was about in it's 70s. There was a slight cackle in it as well, making it sound like a mad scientist. An old man is then seen with power tools. He was old. His skin was wrinkled, a grey beard, and what little hair was left was white. His nose was long and pointed, like a beak.

"Soon, the Professor will pay for his transgressions against me!" says the old man.

A cackle then begins to form from the warehouse, growing louder and louder by the second. Soon, Spider-Man will have to face his match when a certain vulture will go after the father of a friend.

 ** _Hey, guys! In response to a request for the first villain Spider-Man will battle, I'm going with, get ready... the Vulture!  
_**


	10. Chapter 10: Vertigo Vulture, Part 1

Two days have passed since Spider-Man and the Powerpuff Girls first crossed paths. Things were going well at school for Peter Parker... grades-wise. However, he still hasn't been able to reconcile his relationship with Blossom. She refused to speak to him. Even on his nightly activities as Spider-Man, he would slightly cringe whenever he saw Blossom. However, this would all soon change when a good man that Peter knew would be put into the line of fire by his first ever super-villain. A certain high-flying... vulture.

Professor Utonium was walking through the downtown streets of Townsville. It was a busy Friday afternoon, with people anxious to get their work shifts over with so that they could get to whatever fun activities that they had going on over the weekend. Utonium, on the other hand, had lots of work to do. He was currently on his way to a press conference being held by a scientist, his friend Miles Warren, who had made breakthroughs on cloning research.

" _Hope that Miles is telling the truth when he says that he's truly made a breakthrough in cloning genetics._ " thinks the Professor to himself.

Miles Warren had a history of delusions when it came to his research. His former research partner and lover, Gwen Stacy, had died of cancer at a young age, around her 40s. Miles truly believed that if he could replicate the genetic structure from her code onto her original skeleton, he could theoretically bring her back to life. However, even with the Professor's help, the attempts didn't work. The end results would always end in a mess of a corpse. Miles eventually gave up, but not before he tried a few more solo efforts without the Professor.

"If Miles truly is correct, then we could theoretically fill less graves in this world." says the Professor outloud to himself.

However, unbeknownst to him and the rest of the citizens of Townsville, a predator, having already scoped out his prey, was looming overhead in the skyline. He looked old. He was bald. His suit was dark grey with subtle hints of red on it. The wings were a very metallic green.

"Oh, Professor. By the time I'm done with you, Miles Warren won't have enough of a body to bring you back to life!" says the figure outloud, but quietly.

The man in the bird-suit then divebombs towards the crowd, only to gain his altitude at the last second as to avoid crashing. Everyone's head then turns in the direction of the flying man.

"Utonium!" screams the man.

Professor then turns around quickly, confused.

"Wha... ?!" says the Professor, shocked, only to be grabbed by a pair of claw-like hands and wrenched into the air.

The man in the bird costume then lifts himself and Professor Utonium into the air and proceeds to fly towards the Townsville Clock Tower. It was a tall tower, with lots of widows and passageways. Perfect place for a bird's nest.

"W-who are you?!" yells the Professor, confused as to why he had been kidnapped.

"You don't remember me, Utonium? That's sad. You really should remember the man you practically sold out!" yells the man in the bird-suit.

"I-I don't even know your name!" yells the Professor.

"You don't need to know my name, Professor! All you need to know is that this vulture has caught his prey!" proclaims the man.

"Waitaminute! 'Vulture'? Vulture?! Adrian Toomes?! Is that you?!" yells the Professor.

"Yes! I can't believe that it took you so long to remember me!" yells Adrian.

"Wh-why are you doing this?! Why?!" yells the Professor.

"For one simple reason; you _ruined_ me!" yells Adrian.

By this point, they were about 40 stories into the air, and nearing the clock tower.

"W-what are talking about?! 'Sold-you out'! I never sold you out!" claims the Professor.

"Really? Then how come it took me so long to get a return investment on the very wing-harness that I'm using now?!" yells Adrian.

The Professor then thinks to himself for a moment. He then realized that Adrian, in a sense, was right. He had "stolen" his inventions.

"Adrian, listen to me. You're being irrational! Put me down and we can sort this out like men. You don't have to do this!" shouts the Professor.

"I'm afraid that you've had you time to talk to me, Utonium! Now it's my turn! Also, my name's not 'Adrian' anymore, Professor. You can call me... the Vulture!" screams Adrian, loud enough for most people to hear.

"Wha... what are you going to do to me?!" asks the Professor, a whimper in his voice.

"I'm gonna let you live long enough to find out! HAHAHAHAHAHA!" screams Adrian.

* * *

Nearby, Peter was swinging about the city. It was evening at this point now, perfect for a nightly workout.

" _Well, let's see what damsel in distress catches my attention today._ " thinks Peter to himself, bored out of his mind.

There hadn't been really anything to do since his run-in with the Powerpuff Girls a few nights ago. No muggings, no drive-by shootings, no bank robberies. Nothing. The city was... peaceful. Maybe for the first in a long time. Peter then extends his arm out, places his middle and ring fingers in his palm, and a long, thick web flies out of his wrist and attaches itself to the building across from him. He then pushes himself off the building he is currently perched on and swings off, preparing to patrol the city once more.

While swinging, Peter begins thinking about Uncle Ben. His death had come all too sudden, and in many ways, it was Peter who had killed him. If only he had tackled the killed when he had the chance, Uncle Ben would still be alive. He then begins thinking about Blossom. She was the only person who had ever shown him any form of kindness whatsoever since his arrival into Townsville, and he pushed her away from him. All because of a stupid kiss.

However, before Peter could ponder any more of this, a scream for help perked his attention. It sounded like it was coming from across the street. Peter then crawls along the side of the wall in order to look around the corner. To his surprise, he sees what appears to be a giant bird holding a man in a white coat.

"What in the world... ?!" says Peter out loud to himself.

"H-help! Please! Someone! Get me down from here!" says the man in the coat.

" _That voice... ! That's... Blossom's dad!_ " thinks Peter to himself.

"Shut up, Utonium!" yells the bird-man.

"Waitaminute! That's no bird... that's a man!" says Peter outloud to himself.

Without thinking, Peter squeezes his middle finger into the palm of his left hand and a long, streamy webline flies out of his wrist, attaching itself to the chapel on the other side of the road. He then pushes himself off and swings towards the man with the bird wings.

"Hey, eagle eye!" says Peter, trying to keep the villain off balance.

"What?!" yells Toomes, only to get the sight of a person in a red and blue costume with huge, white eyes.

"SPIDER-MAN?! HOW?!" yells Toomes.

Peter then swings his fist into Toomes' face, forcing him to let go of Professor Utonium. Toomes then begins to regain his control over the harness.

"You were a fool to follow me, Spider-Man! Up here, _we're in my element_!" yells Toomes.

" _Your_ element? I'm sorry, but does it have your name written on it?" teases Peter.

"Y-you... ?! You _dare_ , mock _me_?!" yells Toomes, frustrated.

"No. I dare _make fun_ of you. There's a difference." cracks Peter.

"You will pay for your insolence, Spider-Man!" yells Toomes, clearly very angry.

Toomes then kicks Peter's face, while the teenager was still holding onto his ankle.

"Agghh!" shouts Peter in pain.

Peter then lets go of Toomes' ankle and begins to fall. However, Peter saves himself at the last second when he presses his middle finger into his left hand and sprays out a relatively short, but strong, stream of webbing. The strand strikes Toomes' foot, allowing Peter to hang on.

"Bah! Meddlesome insect! You'll ruin _everything_!" yells Toomes.

"I'm meddlesome, you say? You sure I'm not one of those _meddling kids_?" cracks Peter.

Toomes then begins to fly in a straight direction... downward. He seemed to be heading right for the street.

"Well, Spider-Man, if you really think that your quippage and luck can hold out, lets see how you handle going **_vertigo_**! HAHAHAHAHAHA!" yells Toomes, maniacally.

Peter then begins to break out in sweat underneath his mask. He wasn't actually sure that he could beat the Vulture. For all he knew, his first fight against a costumed villain could very well be his _last_!

" _Omanomanomanoman! Oh, god... oh, god!_ " yells Peter to himself.

However, at this moment, Peter looks up and sees the red backpack connecting Toomes' harness to his wings.

" _Waitaminute! I've got an idea_ " thinks Peter to himself.

Without hesitating, Peter presses his middle finger into the palm of his right hand and fires a short, but strong string of webbing onto the Professor's back. Peter then yanks the web, pulling the Professor out of the Vulture's grip.

"Hey!" yells Toomes, annoyed.

"YIIIII!" yells the Professor, terrified out of his mind.

"Don't worry, Professor! I've gotcha!" says Peter reassuringly.

"S-Spider-Man... !" squeaks the Professor, hanging onto Peter's arm for dear life.

"What is it?" asks Peter.

L... LOOK OUT!" yells the Professor, pointing right in front of Peter.

All of a sudden, Peter's sixth sense begins blaring at the base of his skull. Looking around, Peter sees that the Vulture was flying directly towards a brick wall.

"Enjoy being wall pizza, suckers! HAHAHAHAHAHA!" yells Toomes.

Peter, reacting almost instinctively, lets go of the webline, allowing himself and the Professor to fall away from Toomes.

"WHAT ARE YOU DOING, YOU MANIAC?! Y-YOU'LL GET US KILLED!" yells the Professor, having already wet his pants and now on the verge of fainting.

"Don't worry, I've got an idea!" yells Peter.

Peter then presses his middle finger into the palm of his left hand and a long, thick stream of webbing squirts out of Peter's wrist. The strand then attaches itself to the ledge of a nearby apartment.

"Professor..." says Peter.

"W-what?" says the Professor.

Peter grins under his mask.

"...as Birdman up there said; prepare to go _vertigo_!" says Peter.

"Wait... _what_?!" yells the Professor.

Peter then tugs very tightly on the webline, causing them to swing forward.

"AAAAAAHHHHHHHH!" yells the Professor, shutting his eyes very tightly.

"WHOO-HOOOO!" yells Peter excitedly.

Peter then turns the street corner and swings down towards an alleyway, landing very gently back on two feet.

The Professor then lets go of Peter's arm and leans over.

"Uh, Professor? Are you alr-" says Peter, concerned.

The Professor then lurches out all of his breakfast into one, green, puddle of vomit.

"Never... again..." says the Professor, huffing and puffing.

"Uh, yeah. Sorry about that." says Peter, trying to apologize.

"It's okay. Just... get that psycho!" says the Professor.

"I... okay." says Peter, pressing his middle finger into the palms of both hands. Two, long, sticky webs then come out of Peter's hands, sticking to the wall.

Peter then pulls back on the webbing and, like a slingshot, flies off when he lets go of the webbing. The Professor then looks on at the sight of Spider-Man leaving to fight the Vulture in a duel to the death.

"While I have the upmost faith in my little girls, if anyone can stop a maniacal Adrian Toomes... it's Spider-Man." says the Professor, beginning to walk home.

 **Hey, guys! Sorry that this is so overly late. School's a... well, y'know XD. I've also had other things on my plate as well, such as my duties on Marvel Fanon, YouTube, etc. Hopefully this should fill in the gap for the time being, but the whole "one chapter a day" stuff isn't gonna be happening for a while, at least, until the start of my summer vacation in June. Bye for now!**


	11. Chapter 11: Vertigo Vulture, Part 2

**(NOTE: This chapter was mainly inspired by the Spider-Man vs. Vulture battle from _Spider-Man: The Movie Game_ and _The_ _Spectacular Spider-Man_ animated series episode _Survival of the Fittest_.)**

Peter was swinging about, trying to find the Vulture.

" _He couldn't have gotten far... I hope!_ " thinks Peter to himself.

Peter then begins to swing back towards the location where he first spotted Toomes at, near the Townsville Clock Tower. Peter had studied up on various animals in middle school. He learned that birds of prey, primarily vultures, preferred to reside in dark, high areas. Peter knew that Toomes would be hiding somewhere high up and devoid of light.

"The clock tower is the only place I can think of where Toomes would want to hide. I've already ruined his plans for revenge, so he's got to be hiding, waiting, _planning_. I've got to trust my spider-sense on this one!" says Peter out loud to himself, referring to his sixth sense which warned him of danger.

Peter then squeezes his middle finger into his palm, squirting out a long, thick line of webbing. The webline sticks itself to one of the gargoyles on the tower. Peter then begins swinging towards the tower, eventually reaching the tower. Peter then sticks his fingers and toes to the wall of the tower and begins climbing. He then begins climbing upwards, towards the clock.

" _If I'm right, Vulture should be hiding inside of the clock itself. There's a room behind the clock which reveals the mechanism, and it allows workers to fix it from the inside if there's something wrong._ " thinks Peter to himself.

Peter then reaches the top, near the door which leads to the inside. Peter then approaches the door, sweat dripping underneath his mask.

" _Okay, Pete. You can do this. Your spider-sense will steer you in the right direction. Vulture won't know what hit him!_ " thinks Peter to himself, trying to prepare him for the inevitable battle with Toomes.

Peter then pushes open the door, entering the clock tower's upper floor. Peter then shuts the door. The room was dark, almost black, only illuminated by the light coming from the outside. Peter, sweating in fear, then begins to walk into the darkness, relying _only_ on his spider-sense as a guide.

" _Okay, Toomes has got to be up here somewhere._ " thinks Peter to himself.

As Peter begins to pass a corner, however, his spider-sense begins buzzing at the base of his skull, alerting him of danger from above.

"What the... ?!" yelps Peter out loud to himself.

However, before Peter can react, a loud, eagle-like shriek fills the silence of the darkness as a black figure with large, green wings begins sweeping down towards him.

"Toomes!" yells Peter out loud.

"You!" screams Toomes, shocked that Peter had found his location.

Toomes then reaches outwards, preparing to grab Peter. At the last second, however, Peter narrowly dodges out of the way, allowing Toomes to sink his talons into the wooden ground. Peter then performs a double-somersault and attaches himself to one of the wooden beams holding the clock's structure together.

"How did you find me?!" demands Toomes, now standing upright, wanting to know how the teenage super hero had found him.

"I just followed the yellow-brick road!" teases Peter, trying to distract Toomes with quippage and banter.

"Do you ever _shut up_?!" yells Toomes, wanting Peter to be quiet during their fight, lunging towards Peter.

Peter then starts to leap out of the way, trying to avoid Toomes' reach. However, in an unexpected twist of fate, Toomes actually manages to snag Peter's ankle by jolting his arm in the direction of Peter's jump.

" _Uh oh!_ " says Peter to himself.

"HA!" yells Toomes, finally having Spider-Man in his grip and at his mercy.

Toomes then begins to circle back around towards the glass covering of the clock.

"Let's see how you like going into free fall! HAHAHAHAHAHAHA!" yells Toomes manically.

Toomes then jolts his arm forwards, letting go of Peter's ankle, throwing the teenager at the clock.

"Oh, come on!" shouts Peter just as he makes contact and impacts the glass, shattering it with a loud CRSHHHH!

Peter then flies outwards from the impact point he had made on the clock and began descending as gravity drew him back towards the ground. He could see the windows of all of the buildings as he descended downwards from the heavens. Just then, Toomes follows Peter out of the window and starts to skydive after him. Eventually, Toomes becomes leveled with Peter and grabs the teenager's shoulders with his talons.

"Going down?!" asks Toomes, smirking.

Peter then looks back up at the villain and smiles beneath his mask.

"Are you?" asks Peter.

Just then, Toomes looks downwards, past Peter's head, and sees that the two of them were descending towards the ground at a great speed. Without thinking, Toomes manages to lift himself back up into the air. However, while doing all of this, he suddenly drops Peter several stories above the ground.

"Say hello to the ground for me, will you, Spider-Man? HAHAHAHAHA!" yells Toomes.

As Peter once again begins to descend towards the ground, he looks at all of the surrounding buildings. He then gets an idea. Peter then presses his middle finger into his right hand, ejecting a long rope of thick webbing, which attaches itself to an apartment building, and the boy swings off.

" _God, I hope this plan works. 'Cause if it doesn't, I might never get the chance to tell Blossom I'm sorry!_ " thinks Peter to himself.

* * *

Meanwhile, in the suburbs of Townsville, specifically at the Utonium household, Professor Utonium is still recovering from being caught in the midst of the battle between Spider-Man and Vulture.

"Professor, are you _sure_ you're alright?" asks Bubbles, concerned for her father's safety.

"I-I'm fine. I-It's just that after our last meeting before today, I never expected to see Adrian ever again." says the Professor.

Over in the living room, Blossom sits alone on the couch, wondering why a sick psychopath like Adrian Toomes would want to murder her father.

" _I... I know what the Professor said, but I just don't believe it._ " thinks Blossom to herself.

However, just then, Blossom's mind flashes back to her would-be-boyfriend Peter Parker. She kissed him, but was rejected. He said that the Professor would disapprove. But disapprove of _what_ exactly? As she and her sisters grew into adolescence, the Professor told them to always follow their hearts. If anything, the Professor might have applauded her interest in a guy. Especially one who mirrored her both in personality and intelligence. Otto Octavius was one of her icons, and Peter himself was _taught_ by Otto Octavius.

"Let's see if it's on the news!" shouts Buttercup from the other room.

Bubbles and Buttercup then come floating into the room, wanting to follow the story on the news.

Bubbles then swipes the remote from off of the television set and presses the power button. The TV then flashes on, luckily on the local news channel.

" _... and now we go to our top story today; A giant "birdman" in Townsville! According to eyewitnesses from on the street, a giant "birdman", as it's being referred to as, abducted renowned scientist Professor Utonium around 9:30 this morning from in front of the Townsville Radiology Department._" says the anchorwoman, explaining the initial kidnapping earlier that day.

"My, god..." mutters Blossom.

" _The "birdman" then flew approximately 450 feet into the air, near the Townsville Clock Tower, seemingly holding the Professor hostage. However, the "birdman" soon became engaged in battle with Spider-Man, who, after an intense mid-air battle, managed to get the Professor away from the individual, saving his life, as shown on this captured cell phone footage._ " announces the anchorwoman, showing the amateur filming of Spider-Man's battle with the Vulture.

"Oh. _Spider-Man_..." mutters Buttercup coldly under her breath at the sound of the new hero's name.

"Buttercup! Didn't you just hear? Spider-Man saved the Professor's life!" says Blossom, raising her voice slightly higher than normal.

"Well _excuse me_ , princess! Can't we all be entitled to our opinions? Plus, if I recall correctly from what happened the other night, _you_ were skeptical of that flying freak as well!" says Buttercup, trying to make a point.

"Well... can't opinions change as well? I now think that Spidey's trying to bring some justice to this city. After all, he saved the Professor's life." says Blossom, trying to protect her point.

Instead of countering or insulting her redheaded sister's opinion, however, Buttercup lets out a huge snort and begins to giggle intensely, eventually breaking out into full-blown belly laughs.

"What's so funny?" asks Blossom, confused.

"What you called him! Haha! 'Spidey'! HA!" laughs Buttercup, mocking her sister's new nickname for Spider-Man.

"So what? I just called him by a slightly different name. That's all." says Blossom, slightly raising her voice again.

"Looks like someone's got a crush on Spidey!" teases Buttercup.

"Shut up, Buttercup!" shouts Blossom, now reddening in her cheeks.

"What about your _other_ crush, Peter Parker? Haha!" teases Buttercup again, trying to rile her sister up by reminding her about her broken love for Peter.

Blossom then leaps off of the couch and trounces on top of Buttercup, sending her to the floor.

"WILL YOU SHUT UP?!" screams Blossom, now enraged.

"Blossom!" shouts Bubbles, who is now grabbing at her redheaded sister's shirt.

Bubbles then manages to pull Blossom off of Buttercup, throwing her on the floor behind her.

"Ow!" shouts Blossom, wincing in pain.

Buttercup then stumbles to her feet, her heart pounding from the sudden attack.

"Bloss... what was... that?" says Buttercup in-between coughs.

"Just... stop talking about Peter Parker and Spider-Man, okay?" asks Blossom, huffing and puffing from the attack.

Professor Utonium then rushes into the room, having overheard the fight from the kitchen.

"Girls! What happened? Are you all right?" asks Utonium, frantic.

Blossom and Buttercup then look at each other and then back at the Professor.

"N-nothing, Professor." says Blossom sheepishly.

"Y-yeah, we were just... horsing around." says Buttercup nervously.

The Professor then looks at both of his daughters, then at Bubbles, then back towards the TV.

"Hmm. Must have been the fight that's got me so rattled." says the Professor.

The Professor then goes into a closet next to the doorway and opens the door. He then reaches inside and pulls out a jacket.

"Professor, what are you doing?" asks Bubbles curiously.

"I'm going over... to May Parker's house... for a cup of coffee." says the Professor in-between slight struggles to put his coat on.

The Professor then turns the knob to the front door and pushes it, opening the door.

"I'll be back in a little while, girls. Call me if you need anything. Love you!" says the Professor as he leaves.

The Professor then steps outside of the doorway, pulling the door shut. The girls then look back towards the TV, watching the replaying footage of Spider-Man's fight with the Vulture in the sky. Blossom then looks at the red and blue image of Spider-Man just as he is being kicked in the face by the red, black, and green image of the Vulture when he grabs the villain's ankle. She winces at the hero's pain. She continues to stare at the screen, watching the battle unfold. Her sisters watch in concern and worry.

"I... I hope she's not... _falling_ for that costumed creep." whispers Buttercup to Bubbles.

Bubbles then jabs her elbow into Buttercup's stomach, trying to get her to shut up before she hurts Blossom's feelings.

"Be _nice_!" whispers Bubbles, giving her sister a glare.

Blossom continues to be mesmerized by the flashing image of Spider-Man's body moving across the screen, saving her father's life from the sharp talons of the Vulture.

* * *

Meanwhile, back in the city, Peter is swinging around City Hall, trying to lure out Toomes.

" _I hope that this plan works. If it doesn't, then I'm back to square one._ " thinks Peter to himself.

Peter then lands on the side of an apartment building and aims his left arm at the top of a lamppost. He then presses his middle fingers into the palm of his hand and out shoots a long, thick stream of webbing. The web then strikes the top of the lamppost. Peter then sticks his end of the web to the wall and jumps to the opposing apartment building across from him. Peter then looks down at the other lamppost before shooting a webline at the top of that one, repeating the process over and over again until a gigantic web has been stretched over the whole end of the street.

"Oh, man. I really hope that this works." says Peter out loud to himself.

Peter then presses his middle finger into his right hand and shoots a web, which attaches itself to a tall office building. Peter then pushes himself off the apartment he's currently attached to and swings off, prepared to look for the Vulture.

Elsewhere, Toomes is flying around the Townsville skyline, trying to avoid the unwanted attention of Spider-Man, at least until he can regroup and formulate a proper plan in order to get his revenge on Professor Utonium and squash out the friendly neighborhood super hero.

" _Bah! Cursed Spider-Man! Getting in the way of my revenge on that old, senile fool! How dare he?!_ " yells Toomes inside his head.

However, before Toomes could think of anything else, there was a loud _thwip_ in the air. Toomes then feels something stick to the bottom of his talon-like boot. Toomes then turns back towards the ground and notices Peter, having shot a web at his foot from his hand, standing on a nearby rooftop and holding him away from flying.

"Wha... ?! You! How on Earth did you find me?!" demands Toomes, now severely annoyed by the fact that his newfound enemy keeps on finding him.

"You'd think that it would be difficult to find a high flying vulture in the middle of what I could basically sum up to be Manhattan II, but nope. You're as easy to spot as you are to fight, Vulture. Or should I call you by your more popular alias of 'Birdman'?" teases Peter, trying to distract Toomes.

"Shut up! SHUT UP!" yells Toomes, flapping his wings in effort to shake Peter off of his trail.

Toomes then lifts off into the air, dragging Peter along with him. Toomes then performs a 360 degree dive back towards the ground. Peter then presses his middle and ring fingers into the palm of his right hand and shoots a long web at a newspaper building. He then lets go of the web currently attached to Toomes' foot.

"Vulture, wait!" shouts Peter, loud enough for Toomes to hear him.

Toomes then solemnly turns around and faces Peter, who is now attached to the wall of the newspaper building.

"What is it, Spider-Man?! Aren't we supposed to be fighting?!" yells Toomes, frustrated at the teenager.

"I have seen the light now. No hard feelings with you for what happened back there between us over that old fool Utonium's life. If you want, I can help you break into City Hall. I know a way we can get in undetected." says Peter, trying to get Toomes to listen to him.

"You. A _teenager_. The _same_ teenager who fought me less than an hour ago. The one who tried to stop my revenge. First you want to fight with me, now you want to help me! Can't you costumed vigilantes make up your darned minds?!" yells an enraged Toomes.

"Well, if you're not very interested in taking over the city, I guess I can always just find another like-minded super villain in order to help me conquer the city." says Peter, trying to get Toomes to reconsider.

"Wait, WAIT! Alright! You've got yourself a deal, Spider-Man. But try anything funny, and I'll slice you to pieces!" warns Toomes, not wanting to be double-crossed.

* * *

Back towards City Hall, Peter is swinging in front of Toomes as the villain stays a few feet behind the fledgling super hero. The two don't converse throughout the entire trip to the Mayor's office. Peter then looks towards the edge of the street, hoping that the Vulture wouldn't see through his plan to bait and trap him. Peter then stops suddenly, causing Toomes to stop with him.

"What is it?" asks Toomes in a concerned tone.

"Wait here. I've got an idea that'll take the Mayor by surprise for sure." says Peter, lying.

Peter then begins to swing into the nearby alleyway, away from Toomes.

"WHEN I GIVE YOU THE SIGNAL, I WANT YOU TO FOLLOW ME THROUGH HERE! UNDERSTAND?!" shouts Peter back at Toomes as he swings further and further away from the criminal into the alleyway.

"ALRIGHT! I HEAR YOU, BOY!" shouts Toomes back at Peter, confirming his understanding.

In the alleyway right next to the web, Peter prepares to trap Toomes in the erected structure.

" _All right, the coast is clear!_ " thinks Peter to himself.

Peter then leans back to where Toomes should be and sees a _very_ annoyed Vulture floating in the air.

"VULTURE! COME ON! THE COAST IS CLEAR!" shouts Peter.

"Finally..." mutters an annoyed Toomes under his breath.

Toomes then begins gliding silently through the alleyway towards Peter. Peter then jumps to the other side, the part where Toomes couldn't see him, and lies in wait.

"That's it, Vulch! Follow the sound of my voice. It's over here!" shouts Peter softly.

Toomes then inches nearer and nearer to the origin to the sound of his "former" enemy's voice. He then turns the corner to the exit of the alley, only to see nothing except for... a giant web.

"What the... ?!" shouts Toomes in surprise.

However, before Toomes can say anything else, he is swiftly kicked in the back by a foot.

"Ha ha! PSYCH!" laughs Peter.

Toomes is then shoved into the giant web by the force of Peter's blow to his back.

"Aaaaahhhhhh!" screams Toomes as he collides with the gigantic blanket, finally entrapping him.

"Well, looks like this spider has caught a fly in his web. Only thing though is that I seem to have caught a hummingbird." cracks Peter. now scaling the web as well, trying to rile up Toomes.

"Argghhh! I was a fool to trust you! Once I get out, both you and the Professor will pay for you insolen-" warns Toomes before being cut off by the motion of one of Peter's weblines covering up his mouth.

"You know, now that I think of it, you villains sure to have one thing in common, Toomsie..." says Peter.

Peter then leans down so that his face is right near Toomes.

"... y'all talk too much." says Peter, finishing his joke.

Peter then turns around, presses his middle and ring fingers into his right hand, which shoots out a thick webline, and swings away into the afternoon sun.

* * *

Later that evening, Peter is walking home, wearing a jacket and some khakis in order to conceal his costume, exhausted from his fight with the Vulture. He is still thinking about what to say to Blossom. He had multiple conflicting feelings about her. On the one hand, he still loved Mary Jane. She was his childhood friend, and then some. But on the other hand, Blossom, if she ever found out his identity, could be kept safe from the attentions of Spider-Man's enemies. To be honest, Peter had begun to develop a bit of a crush on the redheaded Powerpuff leader as well.

" _What do I say? What do I say?!_ " thinks Peter to himself.

He then walks up the pathway to the Utonium household, it's three windows to the girls' room peering down at him. Peter then steps up to the red door with the one peephole in it. Peter then takes a deep breath.

" _It's okay, Pete. If you can talk to her like a costumed bozo dressing like a spider, then you can do this as well._ " thinks Peter to himself, trying to ready himself for what he was going to say.

Peter then gently places three knocks on the door. He then waits for a few seconds before the doorknob begins turning and the door itself opens. Peter is then met face to face with Bubbles looking right at him.

"Peter... ?" says Bubbles, confused.

"Hey, Bubs. Listen, can I talk to Blossom for a moment? It's really important." says Peter.

"Um... sure. Come right in." says Bubbles, welcoming Peter inside.

Peter then takes a few steps inside the house. He was marveled by it's appearance. It looked so much like something from the 1960s, yet... it was modern. The kitchen was on the right side of the front door, with the living room taking up the middle and left sides of the structure. There was a staircase in the living room, which led up to a balcony which overlooked the entire living room.

"Um... wow. This is, uh... quite the place you guys have." says Peter, surprised.

"You like?" asks Bubbles, smirking.

"I mean, yeah." says Peter.

"Blossom's in our room right now. Buttercup's helping out with an experiment downstairs." says Bubbles, affirming to her sisters' locations at the moment.

Peter then begins walking up the steps to the second floor. As he reaches the balcony, he looks back at Bubbles from downstairs.

"Which way is your guys's room?" asks Peter from upstairs.

"Down the hall and to the left. The first door you'll see." says Bubbles.

Peter then begins walking left towards the girls' room. He then stops and turns to the sight of the first door which he sees. It was a pink door with a heart on it for decoration. Peter then huffs for a moment.

" _It's okay, it's okay..._ " thinks Peter to himself.

He then reaches out with his right hand and begins gently tapping on the door with his fist.

"'sniff' Yeah? Who is it?" asks Blossom from the other side of the door.

"Uh... Bloss? It's me. Peter. Can I come in? I... wanted to tell you something." says Peter.

There is an awkward silence for a few seconds before Blossom finally replies.

"Y-yeah, come in, Pete." says Blossom, softly.

Peter then reaches down to the doorknob and slowly turns it. He then pushes open the door. He then sees Blossom, sitting at the dresser with her head in her fingerless hands.

"Hey, Bloss. Are you alright? Can I... can I get you anything?" asks Peter, gently.

"I-I'm fine, Peter." squeaks Blossom.

Peter then goes over and sits on the girls' queen-sized bed. There is another awkward silence for a few seconds, which feel more like hours to the two teens.

"I... uh... I heard about what happened to your father today, with the whole fight between Spider-Man and the Vulture." says Peter after a decade or two.

"Yeah..." says Blossom.

There is another silence for what feels like an eternity.

"Listen. About what happened that night. I..." starts Peter, breaking the monotony after a century or three,

Blossom then turns and looks at Peter. Peter then moves back on the bed a few inches at the sight of Blossom's eyes. Her normally bright, pink eyes were now tinted red and were bloodshot from the excess crying.

"What is it, Peter?" asks Blossom with a soft tone.

"...I'm sorry. I shouldn't have done that. I hurt you. You didn't deserve that. That wasn't right of me." says Peter.

Blossom then looks down at the floor, taking the words her friend was giving her.

"I..." starts Blossom.

Blossom then looks back at the mirror for a minute, then at Peter.

"I forgive you, Peter." says Blossom.

"And, hey. I was wondering... if you're up to it, would you, uh... ?" starts Peter.

"If I would what, Peter?" asks Blossom, now looking at him and beaming with hope.

"I was wondering if... you wanted to, uh... _go out_... sometime? _Maybe_?" says Peter, stuttering over the words in nervousness.

Blossom then looks at Peter, her eyes widened. Her frown then turns into a smile.


	12. Chapter 12: Date Night, Part 1

_Around 1 week has passed since Spider-Man and the Vulture had their battle in Townsville. Everything was going nicely since that fateful Saturday, or at least, as nicely as you could get with the occasional purse snatcher or mugger that was dealt with by either Spider-Man or the Powerpuff Girls. By this point, things had been pretty much figured out; the Powerpuff Girls would fight crime for most of the day, but when it was time to go to bed, Spider-Man would come out and fight in their place. But now, on this very cool, fall Thursday night in October, young love is in the air for two of our heroes..._

"Where's my bow?! _Where's my bow?!_ " shouts Blossom out loud, squirming under her and her sisters' bed.

She had been getting ready for her first date with Peter Parker for the past 2 and a half hours. She was currently wearing a crimson red dress, which went all the way down to her ankles, some eyeliner, and some ruby lipstick. She had really wanted to impress Peter since they started to plan for their date. But now she was missing the most important aspect of her appearance (in her opinion, at least)... her bow. Blossom then moves from out under the bed, covered in crayon dust, with her hair now messed up. Blossom then gets up and goes over to the door. However, while passing by the mirror, she turns and looks at her wild hair, a side-effect from searching under the bed.

"YIII! My hair!" shrieks Blossom, who then rushes over to brush her hair.

After quickly getting her hair back in order, or at least as straight as you could when you're rushing to get ready for your first date, she then speeds over to the door and peers out into the hallway.

"Bubbles?! Buttercup?! Have either of you seen my bow?!" shouts Blossom into the hallway, trying to get her sisters attention.

"Uh, no! Sorry, Bloss!" shouts Buttercup from downstairs.

"I, uh... I think I saw the Professor bring it downstairs as part of the laundry load!" shouts Bubbles, giving her redheaded sister the location of her precious bow.

Blossom then rushes downstairs, using her super-speed to save time, in order to retrieve her bow. Blossom then opens up the door to the laundry room downstairs.

"Professor! I need my bow! Peter's gonna be here in a half hour!" shouts Blossom from downstairs.

"I can't get it for you right now, hon! It's in the dryer! Can't you just go without it?!" asks the Professor from downstairs.

"NO! I need it! I wanna impress Peter when he gets here!" shouts Blossom.

"I'm sure that Peter will think you're beautiful regardless of your bow being present or not, sweetheart!" shouts the Professor, trying to get the clean laundry into a bin.

Blossom then begins to sweat profoundly at the thought of not having her bow. It was her first date, and she didn't know what to expect. Peter had paid for the restaurant a few days in advance. She remembered him telling her that on Tuesday after class.

"Wait, Blossom! I almost forgot! I just washed another bow for you a few hours ago! I think I put it in the closet of your guys's room!" shouts the Professor back upstairs.

"Oh, thank you Professor! Thank you!" shouts Blossom, relieved to know that she could wear a bow at last.

However, unbeknownst to Blossom, her boyfriend wasn't exactly having the time of his life getting ready for their date either...

* * *

" _Come on... come on... work with me here!_ " thinks Peter to himself, trying to get his tie properly into place.

Peter had been getting ready for the previous half an hour for his date with Blossom Utonium. He was trying to get himself looking as sharp as he could. It wasn't easy, though. For Peter, getting on his black tuxedo and his tie in order to look presentable was about as easy as trying to take on a group of 20 gunmen at once. He would be lucky if he got out of it alive.

"Aunt May! Can you come help me?!" shouts Peter downstairs, trying to get his beloved aunt's attention.

"What's the magic word?!" shouts May back upstairs, lightly teasing Peter.

Peter then sighs in annoyance under his breath, as to not incur the wrath of his aunt.

"Please... ?!" shouts Peter back downstairs.

May then begins to make her way upstairs, one step at a time. She then makes it to the top where she sees Peter standing out in the hallway, all dressed up and ready for his date. His hair was combed to the side, trying to hide his normal tousled hairdo he would usually be seen with.

"Oh, Peter! You look so handsome all dressed up like that! If only your Uncle Ben could see you... !" says May, impressed at Peter's current appearance.

"Thanks, Aunt May." says Peter softly.

May then begins to tie the knot in Peter's tie around his neck. She then tucks the end portion of the tie into the tux, finishing the look.

"What do you think Aunt May?" asks Peter, now beginning to sweat.

He had never worn a suit like this before. His Spider-Man costume, which was currently underneath his tux in case if something went wrong and was MUCH more comfortable, was not like wearing a fancy suit.

"You look marvelous, Peter! I think that Blossom will be stunned when she sees you!" says May, trying to ease up Peter's worry.

May then hands Peter a bouquet of flowers in order to give to Blossom. Peter takes it with his right hand.

" _Hoo-boy..._ " thinks Peter to himself.

"Did you remember to put your cologne on?" asks May.

"Yes, I did. I remembered to put it on before I got the suit on." says Peter.

"What about your invitation?" asks May.

"Oh, no! I almost forgot! Thanks, Aunt May!" says Peter just as he races back into his room, looking for his invitation to the restaurant.

Peter begins digging through the stuff on his dresser. However, he puts his hand into his pocket and feels the slip of paper inside of it. Peter then feels a wave of relief flow over him, confirming that he has the invitation.

"Whoo! Nevermind, Aunt May, I have it!" shouts Peter from his room.

Peter then comes racing out of his room. He was panting at this point from trying to get ready for his date so quickly. He had been working very hard all week to get this right.

"You look lovely Peter! Now, when you and Blossom get to the restaurant, call me so I know you're safe. Professor Utonium will do the same for Blossom." says May, telling her nephew this for his own safety.

"Don't worry, Aunt May! Everything will be just fine. I promise!" says Peter, trying to reassure his beloved aunt.

Peter then begins to walk downstairs and towards the door. He grabs the handle and turns it to the right until he hears the _click_. Peter then pushes the door open and takes a step outside.

"Love you, Aunt May!" shouts Peter back upstairs.

"Love you too, Peter! have a good time!" shouts Aunt May back downstairs.

* * *

Peter then walks out the door and shuts it behind him. He then begins walking a few houses down to the Utonium residence. It was a cool evening. The leaves were just starting to change colors and blow off the branches of the trees. There were some leaves on the sidewalk and some on the road. There was also a nice breeze in the wind, which was blowing the leaves across the night street. All of the lampposts were on, glowing a bright, white light. There were also lights in the houses as well, further shining the street. However, all the while, Peter Parker, the timid teenager, simply could not think about what to say, for what was _to_ say? Though they were both smart and knew about a lot of the same stuff being taught at school, it had occurred to Peter at that very moment that he and Blossom had almost nothing in common, other than the fact that they were both, well, superheroes.

But the superhero thing was what had Peter worried the most. With one slip of the tongue and his whole world could be flipped upside down. He kept his identity secret to keep Aunt May safe. Unlike Blossom, whose identity was public and she could protect her family with all her power, all Peter could do was scale walls and shoot webs. He wasn't invulnerable, he didn't have X-Ray vision _or_ laser vision, he didn't have super hearing, and he didn't have any super-sonic screaming. In fact, the only power of his own that could hold a candle to the girls' powers was his Spider-Sense, which basically allowed him to see into the future, something which the girls could not do.

" _Should I tell her that I'm Spider-Man?_ " thinks Peter to himself, pondering the very question he had been asking himself since he became Spider-Man in the first place.

Peter then turns to see the house where Blossom and her family lived. Realizing that there was really no turning back now, Peter begins to make his way up the pathway to the front door of the house. He stops once he is within a foot of the pink front door. Mustering up his strength, Peter raises his hand towards the door and gently taps on it with his knuckle. Hearing some motion going on inside, Peter shifts his shoulders around slightly, trying to look at least somewhat presentable. Peter then notices the doorknob shifting around before hearing the distinguishable _click_ noise. The door then begins to slowly swing open and Peter is met face-to-face with Buttercup. **  
**

"Hey, Peter." says Buttercup, greeting her friend.

"Hey, Buttercup." says Peter.

Buttercup then looks back towards the inside of her house then back at Peter.

"Blossom's just about ready. She's getting her bow. You can come in if you want." says Buttercup, explaining the situation.

Peter then walks in, following his ravenette, green-eyed friend. Buttercup the shows Peter to the kitchen table and offers him a seat. Peter sits down and looks over at Buttercup, who too sits down.

"How ya holding up, Pete?" asks Buttercup, quickly grabbing Peter's attention.

Peter then looks back up at Buttercup, staring directly into her emerald green eyes.

"Huh?" asks Peter, slightly startled by the question.

"I asked how you were holding up. Y'know, after your uncle was killed and all?" asks Buttercup, repeating her question.

Peter then looks down at the table in front of him. He didn't really know how to answer that question. Peter was still distraught over the fact that his uncle was murdered, made worse by the fact that he was the person responsible for it, but he could also say the same thing about his parents. They were killed months before the girls first made the scene in a horrifying plane crash. He was hurt by their deaths, but he knew how to hide the pain. He was a Parker, both in name and in blood. Coming back to reality for a minute, Peter looks at Buttercup in the face once more.

"I mean... I'm hurt over it, but does mean I'm gonna go think about suicide in the middle of class? No. I'm a Parker. I know how to hide my pain. It's something of a family tradition, hiding the pain." says Peter, answering her question.

Buttercup then cocks her eyebrow slightly, confused by the response she received.

"What do you mean?" asks Buttercup, confused by Peter's answer.

"When my parents died, Uncle Ben was distraught. His brother was my father. You couldn't see it on the surface, but you knew it was there. He didn't let it get to him, I guess is what I'm trying to say." says Peter, answering the green Powerpuff's question.

"Oh." says Buttercup sternly.

She was never one for words, always for actions. Unlike Peter, she never came up with a plan of attack. Her plan was to _simply_ attack. She left planning up to Blossom. She was the Toughest Fighter, after all. However, she had her soft side. If one was to ask it to her face, Buttercup could admit that she did have a soft spot for Peter. She didn't _love_ him, but she did care about his well-being.

Buttercup then looks back at Peter after looking at the floor for about 20 seconds or so and looks at Peter.

"So, you're fine?" asks Buttercup.

"To sum it up; I'll hold out." answers Peter.

A bunch of footsteps are then heard from upstairs. Peter and Buttercup look towards the stairs and see Blossom walk down the steps, her crimson dress flowing like silk behind her. Peter's eyes then widen at her beauty. Blossom then turns and looks at Peter, her eyeliner sparkling in the light. Peter then gets up out of his chair and begins walking towards her.

"Hey, Bloss." says Peter, still mesmerized by her beauty.

"Hey, Pete." says Blossom.

Peter and Blossom then embrace each other in a hug. A few seconds later they break away from the hug, though Blossom still holds on to Peter's shoulders and Peter holds her sides.

"You look _great_!" exclaims Peter, commenting on Blossom's appearance.

"Thanks. You don't look half-bad yourself, Pete." teases Blossom.

"Ha ha." says Peter, recognizing her sarcasm.

A short silence falls over the three as Peter and Blossom stare directly into each other's eyes. However, the silence is soon broken when a door, this one leading to the basement, opens, revealing Professor Utonium and Bubbles, both of whom are holding laundry baskets filled with clothes.

"Oh, hello Peter! I didn't hear you come in." says Professor Utonium, temporarily putting down his load of laundry to say hi.

"Hey, Professor." says Peter, greeting his family friend.

"Hi, Petey!" exclaims Bubbles, happy to see her friend and putting her basket down as well.

"Hey, Bubs." says Peter.

"Hey! It's just occurred to me. My nickname is 'Bloss'. Bubbles is 'Bubs'. What's Buttercup's nickname?" asks Blossom teasingly.

"I don't need no stinking nickname!" says Buttercup, crossing her arms and looking at the floor.

If it was one thing Buttercup hated the most, it was girly things like dresses and makeup. Though she respected her sisters' liking for the fads, she herself couldn't bring herself to wear a dress. She did make the occasional exception, though, like when Uncle Ben was killed. Nicknames were another fad she wasn't to hot on. She hated being called girly names. This particular instance was no exception.

"Aw, c'mon Buttercup! It'll be cute!" exclaims Bubbles, begging her ravenette sister to accept one of Peter's trademark nicknames.

"No way! I'm not going along with it!" exclaims Buttercup.

"Peter, what kind of nickname can you come up with for Buttercup?" asks Blossom teasingly.

"Oh, I don't know... " says Peter, grinning evilly.

"You spit one nickname, Mister Parker, and you'll _rue_ the day we met!" growls Buttercup.

"Alright, kids! Settle down. Let's not tear the house up before these two outfits can be ruined, now." says Professor Utonium, breaking up the argument before Buttercup's destructive side could take over and destroy the house.

"So long as Peter doesn't start calling me any corny or girly nicknames!" says Buttercup.

Peter then looks towards the front door, then back at his ginger girlfriend, who is, too, looking at her brunette boyfriend directly in his eyes.

"Shall we?" asks Peter.

"After you, Mister Parker." says Blossom.

Peter then grasps Blossom's fingerless hand and the couple begin making their way towards the door. Peter then grasps the doorknob and turns it until he hears a distinct _click_ sound. He then pulls the door open and he and Blossom step into the doorway.

"Bye!" say Blossom and Peter simultaneously, looking back at the Professor, Bubbles, and Buttercup.

"Bye, sweetheart!" says the Professor.

"Bye bye, Blossom! Have a good time!" says Bubbles.

"Yeah, yeah! Now get outta here and have yourselves a good time. Just try not to become parents while you're out!" says Buttercup playfully, teasing her sister and her sister and her date.

Peter chuckles at Buttercup's comment while Blossom quietly giggles. The two then step out the doorway as Blossom pulls the door shut behind them. After hearing the _click_ , the Professor begins to sniffle and tears begin to well in his eyes.

"Professor? Are you okay?" asks Bubbles, concerned.

"Yeah! You never cry. Well, almost." says Buttercup.

"I-it's just... I always thought you three would stay 5 years old forever. Just seems like yesterday I accidentally added that Chemical X into the concoction." explains the Professor, saddened at the thought of his little girls growing up.

"Aw, Professor!" says Bubbles, hugging her father, who embraces the hug.

Buttercup then looks at the two and drops her arms back down to her sides. She then walks over and does something she was never one to do; hug her family. It was at times like this where she couldn't stand seeing her father cry. Half the reason being her annoyance, half the reason being her pity. But this date wouldn't be the only thing going on tonight, for another addition to the wave of new super-villains was about to appear in Townsville, and both Spider-Man and Blossom were about to be caught in his way...

 **Hey, guys! Sorry for the lack of action in this chapter, but I have a reason; I originally wanted this story to be all one part, but after I realized that it would require at _least_ 3 months of of and on writing to do, I decided against that and went with the two part format seen in both parts of _Vertigo Vulture_.**

 **On a side note, I already know who the next villain is gonna be, but that's gonna be my little secret, unlike the Vulture, whom I blatantly gave away. As a little challenge, I want you guys to guess who the villain is gonna be, both Spider-Man or Powerpuff Girls villains will be accepted as guesses. First prson to guess correctly gets a cookie!**


	13. Chapter 13: Date Night, Part 2

_Unless if you're a billionaire playboy with dump trucks of money at your disposal, then going to the Townsville Gala Pier is like a luxury. Most people in the city who came and went to the restaurant are usually wealthy philanthropists. Such guests often had military contracts or connections with the Mayor. Peter had to pay for himself and Blossom to get in, but the latter's connections with the Mayor lowered the price by a significant amount, which was good for Peter, considering that the only money that he and Aunt May are getting was from Uncle Ben's military veterans' savings. About $700 a month was given to Peter and Aunt May._

* * *

"...and then I said to them 'Hey! Is that LeBron James?', and they turned their heads and looked while I booked!" says Peter, reciting a funny story from his Midtown High days.

Blossom breaks out into giggles, laughing at the hilarity of the story Peter was telling her. The two were sitting in the middle of the restaurant at a circular table. The yellow-tinted lights made the restaurant glow with an unspoken beauty. Chandeliers hung from the ceiling high above everyone else. There were dozens of people either eating or waiting to get their orders, while others were already eating. Some were even getting ready to leave. It was just another typical Thursday night at this place.

"So what happened next?" asks Blossom, wanting to hear the rest of Peter's story.

"Well, I ran behind a picket fence. When Flash was getting closer to me, I stuck my foot out and tripped him over! Boy, was he mad! He looked like an angry bull, with steam coming out of his ears and everything. I was laughing so hard that I thought I was gonna bust a gut." says Peter, finishing his story.

Blossom then giggles gently, blushing at Peter.

"Was he upset?" asks Blossom.

"Oh, yeah. You bet. His ego was so badly damaged, I thought he was gonna quit the football team!" says Peter, finishing his story.

"So, you know that chem test we have coming up next week?" asks Blossom, recalling Ms. Keane telling the class about next week's test.

"Yeah. What about it?" asks Peter, answering Blossom's question.

"Do you want to work on it with me?" asks Blossom.

"Sure! Hey, you know Mac Gargan, right?" asks Peter.

"I've seen him around. Why?" asks Blossom.

"He's my partner in biology class. Maybe we can get him to study with us. Heck, maybe we can get Bubbles and Buttercup in on it, too." says Peter, trying to suggest his study group with her.

"Yeah, maybe." says Blossom, looking over at the window.

Peter then furrows his brow in concern.

"Hey, something wrong?" asks Peter.

Blossom then abruptly looks back at Peter, seemingly startled.

"W-what?" asks Blossom sheepishly.

"I asked if you were alright." says Peter.

"Oh. I'm fine. I was just thinking about... stuff." says Blossom.

"What kind of stuff?" asks Peter.

"Oh, nothing. Just... stuff from the past. It doesn't matter." says Blossom.

"If you wanna talk about it..." starts Peter.

"No, I'm fine." says Blossom.

"Alright..." says Peter.

* * *

However, while all this was going on, a completely different situation was starting to brew over at the front desk. The man running the registration behind the counter had slicked-back, black hair. His black and white work uniform seemed to shine in the yellowed light of the room. His vest featured a golden nameplate which read in a fancy, Italian accent "Lenny". On any regular night, the customers and guests would come in, pay money or affirm their registrations, and take their seats. But on this night, there was going to be one very unusual guest coming, and he was ready to bring the house down upon itself. _Literally_...

Nothing seems out of the ordinary for Lenny that evening. Guests are coming and going at their leisure. Lenny is getting ready to end his shift for the evening and pass it on to the next employee who worked at the restaurant. However, that changed when a strange man walks into the restaurant. He was a dark, shady fellow. He was wearing a black trenchcoat over his body, which concealed most of his clothes. His shoes seemed to be like brown socks. But the most interesting part about him was his face. It was completely covered by a yellow ski-mask, save for the eyes, which showed through one hole, as did his skin, which showed him as an African-American. He was wearing a reddish-brown beanie, too, on top of his head. His hands were in the pockets of his trenchcoat. He is slowly approaching Lenny just as he was getting ready to punch out for this evening.

As the man approaches Lenny, the clerk looks up from the desk and at the man.

"I'm sorry, sir, but we don't allow people to wear masks here. I'm afraid that you're going to have to remove it." says Lenny, explaining the restaurant's rules on clothing code.

However, just as Lenny finishes his sentence, the man in the trenchcoat suddenly reaches out with his right hand and grabs Lenny by the collar of his vest and yanks him forward, down to the level of his face. The man's hand is covered in what appeared to be a silver gauntlet of some sort, with a button near his thumb.

"I'm not here for you to insult my clothes, little man. I think you know what this is..." says the man, his voice very deep and clearly not in the mood for a conversation.

"A robbery? Sir, I'll have you know that one of the Powerpuff Girls is here right now and-" says Lenny, just as he is cut off mid-sentence.

"One of dem Powderpuffs?! Ha! To think that they can stop me? Well, I've got some words for you little man; this ain't no ordinary stick-up. This here be a _super-villain_ stick up!" says the man, dissing Blossom and her sisters while quietly announcing his plans for robbery.

* * *

Meanwhile, back over at Peter and Blossom's table, the two are simply conversing until the altercation between the man in the trenchcoat and Lenny causes a familiar tingling to begin at the base of Peter's skull.

" _Huh?_ " thinks Peter to himself, looking back over towards the front desk.

Peter then sees the altercation going on between the clerk and the man in the trenchcoat, who was very firmly gripping the collar of his vest at the moment. Blossom then looks over towards the front as well to see the altercation. Blossom tilts her head behind Peter to see the altercation happening at the moment.

"What's going on over there?" asks Blossom.

"I... don't know." says Peter.

* * *

Meanwhile back at the front, Lenny is desperately trying to keep his composure together in the current situation. This man was threatening him and the restaurant, counting all of the guests inside.

"S-sir, i-if you could please just calm down, I-I'm sure that we can-" mutters Lenny sheepishly before being cut off mid sentence again.

"You just don't get this, do ya?!" says the man in the trenchcoat, finally letting go of Lenny's vest.

However, just as Lenny begins to rub his neck, slightly sore from the position his body had been pulled in, he looks back over at the man.

"Do I need to spell it out for ya?!" says the man, who pulls his other hand out of his pocket, which features an identical-looking gauntlet.

The man then presses the button on his right gauntlet near his thumb, and the gauntlet begins to light up with a bluish energy around it. Lenny's face then lights up with fear as he begins to sweat profoundly.

"This, my friend, is why they call me... the SHOCKER!" shouts the man just as he throws his arm forward and unleashes a powerful blast of energy.

The beam was wrapped up in a white spiral, while the beam itself was a bright blue color. Lenny then bends his knees and lowers himself to the ground just as the blast narrowly misses him, instead striking the wall behind him with a _crssh!_ Lenny, now shaking, then slowly lifts himself up, only to see Shocker still standing there.

"So, _very_ painful, or _sorta_ painful? It's up to _you_. Where's the safe containing the cash?!" demands Shocker.

* * *

In the main section of the restaurant, it is pandemonium. People are yelling and trying to get away from the building before the new super-menace could injure or kill anybody. However, in the midst of the chaos, Peter and Blossom had been temporarily separated.

"Peter?!" shouts Blossom from one part of the building.

"Bloss?!" shouts Peter from a completely different part.

"PETER?!" shouts Blossom, now completely worried about her boyfriend's safety.

"BLOSSOM?!" shouts Peter, feeling the same about Blossom.

However, it was at this moment that they both new that shouting was pointless. Blossom then flies up into the air in order to get away from the madness and to look for Peter. She sees that she is on the right side of the restaurant, near the deck. She then begins to descend back downwards towards the restaurant and eventually throws a fist into the ceiling which creates a hole big enough for her to fit in. Flying towards registration, and across the sea of overturned tables and chairs, she finally arrives at the desk, right next to both Shocker and Lenny.

"Hold it right there, err... Scorcher!" shouts Blossom, incorrectly pronouncing the new villain's name.

Shocker then looks over away from the frightened Lenny and into Blossom's pink eyes, his own blue eyes widening in disgust.

"Now I _know_ you didn't just go there, right? You _seriously_ did NOT just call me _the Scorcher_!" yells Shocker, angered by the mispronunciation of his name.

"Well, it doesn't matter! You're going down anyway and back to jail!" shouts Blossom, who gets into a defensive pose.

"Ho-ho, baby! You clearly don't know destruction when you see it! These gauntlets were designed with you in mind!" says Shocker, who presses the buttons near his thumbs on his gauntlets, which begin to glow a bright blue color.

" _Uh, oh!_ " thinks Blossom to herself.

* * *

Seconds later, Blossom is sent careening through one of the side windows. She smashes through with a _smssh_ and lands face first onto a table with a _thunk!_ Her purple eyelids begin to flutter as she raises herself up from the blast of energy given off by Shocker's gauntlets.

"Ugnn..." groans Blossom as she gets up, getting ready to fight again.

Her dress was torn at the waist area, which clearly exposed her right leg. Her bow was bent crookedly, and her makeup was messed up. In truth, she looked kind of like a deformed circus clown. As Blossom gets up, however, she notices that Shocker is getting ever-so closer to her, and he is getting ready to fire his gauntlets again.

"Ooohhhh! That actually felt pretty good! Now, lets see what happens when I _really_ crank up the juice!" says Shocker, twisting a dial on his left gauntlet with his right hand.

However, just as Shocker prepares to fire at Blossom again, he is solemnly kicked in the back by a red boot with a web pattern going across it. Shocker then crashes into a table, with a loud _smshhhh_ sound ringing from the shattering of the glass.

"Argggh! What on Earth... ?!" mutters Shocker, who winces in pain.

Blossom then looks up to see a familiar red and blue figure standing in front of her; the sight of the one-and-only Spectacular Spider-Man!

"What's this, a fight? And nobody invited me!" teases Peter, trying to knock away Shocker's concentration.

Shocker then begins to slowly rise to his feet, clutching his chest as he does so.

"Y'know, I figured that it was only a matter of time before I had to deal with you, Spider-Man!" yells Shocker, who is charging up his left gauntlet for another blast of energy.

Shocker then throws his left arm into the air, aimed at Peter and Blossom, and within seconds, a blast of bluish light begins flying towards them. Peter then takes Blossom's arm into his hand.

"Hold on!" shouts Peter.

Peter then performs a double somersault into the air, narrowly avoiding Shocker's blast, eventually landing back on his two feet, and holding Blossom like a princess. Peter then sets Blossom back on her feet.

"You alright?" asks Peter, the white lenses on his mask reflecting Blossom's pink eyes.

"Yeah. I'm fine." says Blossom, staring back into Peter's lenses.

All of a sudden, however, a familiar tingling begins going off at the base of Peter's skull.

" _Spider-Sense!_ " thinks Peter to himself.

Peter and Blossom then jump the opposite direction of each other as another blast from Shocker shakes between them, narrowly avoiding the blast of energy.

"Stand STILL!" shouts Shocker, annoyed.

"Yeah, not in this lifetime." says Blossom, teasing the masked villain.

Peter then points his arm towards Shocker and presses his middle finger into his right hand and, with a _thwipp_ , a web instantly flies from his wrist. Seconds later, the web attaches itself to Shocker's ankle.

"Huh?!" yells Shocker in confusion.

Peter then yanks his arm back towards him, causing Shocker to tumble down, hitting the ground with a _thud_ , with a sudden yelp of pain coming from his mouth. Peter then pulls Shocker towards both himself and Blossom. He then aims his left hand at Shocker, squeezes his middle finger into his left hand, and shoots out a large web spray from his wrist.

"Hey! HEY! Lemme go! What the-?!" yells Shocker before being cut off by Peter's web covering his mouth.

Blossom then begins walking over to Peter and Shocker, looking at the latter all the while. Shocker then looks up at Blossom, his eyes widened from fear. Blossom then begins to inhale, causing Peter to shoot a look of confusion from under his mask, before exhaling what appeared to be snow and cold air from her mouth.

"Blossom? What are you... ?" starts Peter, confused.

However, before Peter could finish, Blossom freezes over Shocker's entire body with ice, leaving his eyes in that cold, terrified expression.

"It's alright. Don't worry. The ice should melt within a few minutes. He'll be fine." says Blossom reassuringly.

"But won't he, y'know... _suffocate_?" asks Peter.

"Nah. The ice is dense, but not dense enough to cut of air. He can still breathe." says Blossom.

However, just as Peter and Blossom converse, the latter not knowing of the former's secret identity, a low humming begins emitting from the icy casing currently holding Shocker captive. Eventually, a blue light begins shining through the ice, causing Blossom and Peter to turn their heads in surprise.

"What the-?!" yelps Peter in surprise, his eyes widened.

"How... ?!" says Blossom, horrified at the fact that Shocker would break out of the ice.

However, before the two teenage super-heroes could ponder anymore, they are met by a bright white explosion which sends them flying backwards. Peter slams into a table, causing the glass to break, while Blossom impacts a concrete wall.

"Wow... not only are these blasters Powerpuff-proof, but they're spider-proof as well! This'll be fun..." says Shocker just as he rises to his feet, now freed of the webbing and icy cocoon which held him captive.

Shocker then raises his arms, aiming them at the two teens. He then presses the two buttons which charge up his gauntlets with his thumbs. A bluish light then begins to emit from his gauntlets, accompanied by a humming sound. Peter then raises his head up, the lens covering his right eye cracked, and looks over at Shocker. Blossom, blood dripping from her mouth, does the same.

Just as Shocker releases a bright blue blast of energy from his gauntlets, Blossom, without thinking, dashes forward in a streak of pink light, narrowly avoiding the blast. She then grabs Peter by the arm and pulls him out of the wreckage of the table. Blossom then flies inside of the restaurant, trying to put some distance between themselves and the Shocker. Once arriving inside, Blossom places Peter onto a table.

"Please, _please_ , be alright, Spidey..." says Blossom, not hoping for the wall-crawler's death.

Peter then coughs slightly, his eyes still tightly shut from his small concussion.

"Spider-Man! Are you... alright?" asks Blossom in concern.

"Y-yeah. J-just gimme a minute to get my bearings together." stutters Peter, rubbing his forehead.

However, a rumbling noise is heard, and Blossom quickly whips her head in the opposite direction of Peter, only to see another blast from Shocker streaking towards them. Blossom then grabs Peter's free hand and dashes away, leaving a trail of pink behind her, just as Shocker's blast destroys the table. Blossom then ducks behind a wall on the deck, still clasping on to Peter's hand.

"How are we gonna beat this guy?" asks Peter, huffing and puffing.

"I... don't know." says Blossom, her eyes furrowing in confusion.

Blossom then looks over at the floorboard using her X-Ray vision through the wall and notices something. There is a chair right behind Shocker.

" _If Spidey can attach his web to that chair, then he could..._ " thinks Blossom to herself.

Blossom then looks over to Peter, a look of determination on her face.

"Do you see that chair over there?" asks Blossom.

Peter then looks over the concrete wall slightly, barely getting a glimpse of the green and black chair standing right behind Shocker due to the bush clouding his vision.

"Y-yeah, I see it. Why?" asks Peter.

"Try and shoot a web at it. Once you do, pull it back and it'll slam right into Shocker." says Blossom.

Peter then closes his eyes and huffs for a few seconds. He then raises his arm up slightly, pointing it at the chair behind Shocker. Peter then squeezes his middle finger into the palm of his hand, and with a loud _thwip_ , a long, thick, sticky web squirts out of Peter's wrist. The web goes flying in Shocker's direction, seemingly heading towards his left ankle, but at the last minute, the web narrowly misses and strikes the leg of the chair behind the villain.

"Heh. You're not very good with those webs, are ya?" shouts Shocker, mocking Peter's accuracy when shooting his webs.

"I wasn't aiming at you!" yells Peter from behind the wall.

Peter then suddenly yanks on his webline, pulling the web back towards himself. Shocker then turns around, only for his eyes to widen in horror as the chair comes heading directly for his face.

"Aw, sonova..." mutters Shocker.

The chair then collides head on with Shocker's face with a loud _thunk!_ Shocker then lets out a yelp of pain before falling to the ground, flat on his back, with a loud _thud!_

"Uggn..." moans Shocker in pain just as the many sirens of police cars begin wailing in the distance.

* * *

Minutes later, an entire police convoy has surrounded the restaurant under siege. Outside the restaurant, two policemen haul the unconscious Shocker, now without his gauntlets, into a heavily armored police transport van. Back on the deck, Peter and Blossom are conversing with a police captain, filling out a report on what happened.

"So, this 'Shocker' character waltz right into here and started making a ruckus?" asks the captain, reaffirming the young heroes' story.

"Yes. He terrorized that man over at the register." says Blossom.

"Oh, him? Yeah, we're checking him out now." says the captain, pointing at the paramedics tending to the shaking and trembling Lenny.

The officer then looks back over at his colleagues and then back at the two teens.

"I've got to go. Good night to you, Blossom. You too, Spider-Man." says the captain, who then begins to make his way back over to his fellow officers.

Peter and Blossom then look at each other for a moment before turning away from each other, a red blush creeping it's way up Blossom's face.

"Well... I'm gonna take off." says Peter.

"Where are you going?" asks Blossom.

"Got places to go, bad guys to stomp." says Peter, who then raises his left arm up and presses his middle finger into the palm of his hand, which then shoots out a long, thick web line.

"I guess... I guess I'll see you." says Peter, nervously.

Blossom then looks over at Peter and stares at him point blank in the eyes.

"Y-yeah. I... guess I'll see you too." says Blossom.

Peter then takes a leap into the air and swings off into the night sky, leaving Blossom to ponder about the mysterious masked figure patrolling the streets of Townsville at night now. She is soon brought out of her thoughts when she notices a familiar-looking station wagon pull up towards the restaurant. Her eyes widen when she sees the Professor and her two sisters pile out of it.

"Blossom!" shout the the Professor, Bubbles, and Buttercup in unison.

Blossom then flies over to her family, leaving a streak of pink behind in her wake. She then slams into the Professor, squeezing him tightly. Bubbles and Buttercup then join in on the hug.

"Oh, Blossom! We were so worried!" says the Professor, his voice muffled by the hugging.

"Yeah! Ms. Bellum called us and told us about the situation going on down here!" says Bubbles.

The four the break away from the hug and they begin looking at each other, the silence entering a few decades.

"So, where's Peter?" asks Buttercup, finally breaking up the monotony.

Blossom's eyes widen in surprise. She had been so busy with her and Spider-Man's battle with Shocker that she hadn't even bothered to know where her boyfriend had run off to. She then begins to erratically shake her head in fear. However, before she could ponder Peter's location, a familiar voice rings from behind her.

"Blossom! There you are!" says Peter, running up to her.

Blossom then outstretches her arms and embraces Peter with a hug. The two break away and look into each other's eyes.

"You alright?" asks Peter.

"Yeah. I'm fine." says Blossom.

Bubbles giggles slightly and Buttercup looks on with a smirk going across her face.

"Where did you go off to, Peter?" asks the Professor.

"I went to hide behind a few bushes. I saw Spider-Man and told him what was going on." says Peter, making up an alibi to cover his secret identity.

Buttercup's eyes then widen in shock.

"You met Spider-Man?!" asks Buttercup, her voice slightly high.

"Yeah. Told me to stay put while he went to investigate." says Peter.

Buttercup then looks on in disgust and crosses her arms.

" _How could they be in support of that costumed creep?!_ " thinks Buttercup to herself.

Blossom and Bubbles look at Buttercup and giggle slightly. Peter looks out into the night sky and at the moon. He then smiles.

" _Best. Job. Ever._ " thinks Peter to himself.

 **Hope y'all liked this chapter. Really tried hard to make it more story oriented while compensating for the action. Bet the last villain anyone expected was Shocker :D. He was a villain I was really wanting tor write for a while now.**

 **Until the cows come home (or until I post the next chapter), see ya!**


	14. Chapter 14: Crushed and Humiliated

Around 5 days had passed since Spider-Man and Blossom fought the new villain Shocker at the Townsville Gala Pier. Not much had changed since then. Peter and Blossom were now study partners in history class. At lunch, Buttercup would rant on how she was gonna "squish the Spider" the next time they met. Bubbles was starting to have conversations over her cell phone with a secret admirer whom she absolutely refused to discuss with her sisters or Peter.

In the city, crime was still commonplace, though the rate had gone down _dramatically_ in the weeks since Spider-Man first appeared. At the Townsville First National, noting much was happening. Same old, same old.

"And who might I be making that deposit to... ?" asks a female cashier.

She was wearing a toupee, a red uniform, and black eyeliner. She looked to be in about her 30s.

"The name's Wilson Fisk." replies the man in question.

Fisk is _huge_. He is bald, fat, and taller than anyone at the bank right now. He was wearing a black suit with a red tie around his neck. He was holding a cane in his ridiculously large hand. It was mostly black, with the top of it being gold with a red ruby topping it off.

"Wilson Fi- here we go!" says the cashier, her voice cheery.

"$13,500, if you would ma'am." says Fisk.

"Yes, sir." says the cashier.

However, while all this is going on, there is a loud _thud_ at the door accompanied by a series of small footsteps. The people present at the bank turn their heads to the small figure walking towards the register, only for their eyes to widen in horror and their jaws to drop. The figure was short, only about 3 and a half feet tall. His face was a rather faded shade of green and it possessed simian-like features on it. His head and arms were covered in mostly black fur, though there were some silver streaks running through sections of it. Atop his head was a large, cylinder-shaped object. It was white with purple stripes on it. White gloves covered his claw-tipped hands. On his body, he had a blue vest on, which looked more like a tank-top if anything. Massive boots strode up his short legs, covering them entirely. Behind him flowed a massive, purple cape, which was larger than his entire main body. Gasping ensues before people begin shouting and panicking.

"Aaaahhh! Run! Run for your lives! It's-" says a man before being cut off by the small figure walking down to the register.

"MOJO JOJO! Yes! It is I! The one who is about to steal the money from the vault, which is at the back of the bank, which is locked, of which I, myself, cannot penetrate without further instruction of permission. Therefore, I will have to hold this bank hostage, which will involve holding you here against your will, which means you cannot leave until I say so, which won't be until I get what I am here for, which is money. So you'd better give it to me before I decide to do something really bad, which will not be good, which will be good for me, but it won't be good for any of you! HAHAHAHAHA!" shouts the monkey.

The legendary simian super-villain then pulls out what appears to be a red water gun from out behind him and points it at the cashier, who then places her hands high in the air while looking at the villain with a look of pure fear on her face.

"Give me the money!" shouts Mojo impatiently.

"O-okay..." mutters the cashier in fear.

The cashier then slowly bends her legs down and begins reaching for the money stored beneath. Her trembling hands then slowly place stacks of hundred-dollar bills on top of the counter, Mojo looking on with a mischevious smirk on his face.

"Yes, yes..." says Mojo slowly.

However, before the cashier could continue to place stacks on the table, she abruptly stops and looks up towards the ceiling, a huge grin forming across her face. Mojo scowls, frustrated at this delay.

"Why are you stopping?! What could possibly be distracting you from giving me all of the money this bank has? Which is what I want! GIVE ME-" screams Mojo in anger just as he is interrupted by a voice behind him.

"Give you what? A black eye?" says a young voice behind the simian.

Mojo then turns around and looks up, only to be met by the sight of what appeared to be a young man wearing a red and blue costume. There was a black web pattern going across all the red portions of the costume, with a small, black spider situated in the middle of his chest, where his arms were crossed at. His face featured large, white lenses bordered in black outlining, with the web pattern seemingly culmunating right in the middle.

"You should really be careful for what you wish for, monkey boy." says Peter, who then outstretches his right arm and slugs Mojo point-blank in the face.

Mojo is sent flying into the back of the bank, where he slams right into the metal vault, with a loud _thud_ coming right from the impact.

Peter then squeezes his middle finger into the palm of his hand and squirts out a web with a loud _thwip_ sound. Within seconds, Mojo is encased in what appeared to be a body cast made entirely of shiny, silver string, save for his head, wich was left completely uncovered.

"And that takes care of that. Hard to believe that you were the greatest rival the Powerpuff Girls fought back in the old days." teases Peter, mocking the current age of Mojo.

"Curses! W-who are you?!" asks Mojo in fury.

"Someone _clearly_ hasn't heard of the newspaper. The name's Spider-Man. Don't forget it." says Peter, confirming his identity.

Mojo continues to struggle in his web coccoon.

"Spider-Man?! I thought you just a myth!" yells Mojo, seemingly distressed.

"No, I'm quite real, alright." teases Peter, who then picks up Mojo in the coccoon.

Minutes later, the police arrive to arrest Mojo. However, the doors soon slam open with Peter walking down the steps of the bank, carrying an encased Mojo on his back with him, struggling to get free.

"It's alright, officers. Mojo has already been accounted for by yours truly." says Peter, reassuring the officers that Mojo would no longer be a threat, at least, for the time being.

One of the officers then widens his eyes, seemingly shocked that such a new hero subdued one of the most notorious villains in the history of Townsville.

"S-Spider-Man?! You... you defeated... Mojo Jojo?!" asks the officer in surprise.

"He honestly wasn't that hard to fight. Just one clock to the jaw took him out of the picture." says Peter, explaining how easy it was to defeat Mojo just as he places the villain down on top of the hood of one of the police cars.

"Argh! You will pay for your insolence, Spider-Man! I will have my revenge, and when I have my revenge, it is you who would have lost!" shouts Mojo just as a group of officers toss him into the back of their squad car.

The door then shuts, and the car speeds away, leaving a blast of dust in it's wake. Peter then looks back at the officer who praised the capture of Mojo.

"You look familiar..." says Peter, commenting on the familiarity of the officer.

"Captain George Stacy, TPD. We met the other night when you and Blossom stopped Shocker at the Gala Pier." says the officer, reaffirming his appearance.

" _Oh_ , right. _Now_ I remember." says Peter, remembering the captain's face.

"You did good here today, Spidey. It's people like you and the Powerpuff Girls who make this city a place I want my daughter to live in." says George.

"Your daughter?" asks Peter in confusion.

"Gwen. Well, Gwen II, really. My first daughter was named Gwen, but she died years ago. Cancer got her." explains George.

"Oh, I'm sorry." says Peter, giving his condolences.

"Nah, it's fine. My current daughter's attending Pokey Oaks High. Great place." says George.

Peter then widens his eyes.

" _The police captain's daughter... going to my school?_ " thinks Peter to himself.

"Spidey?" asks George, which snaps Peter out of his daze.

"W-what? Oh, yeah. I know a guy who goes to that school." says Peter.

"Of whom is in question?" asks George.

"Peter. Peter Benjamin Parker." says Peter, covering up his identity.

George then looks down at the ground and begins to frown.

"Is there something wrong, Captain?" asks Peter in concern.

"Parker. His uncle was murdered a few weeks back. I know. I was there at the Parkers' new house. They had just moved, which makes it so sad." says George.

Peter's eyes then widen. He then remembers the officer's face from the night Uncle Ben was killed.

* * *

 _"Are you Peter Parker?" asks the officer standing in front of him._

 _"Wh-what?" asks Peter still reeling in from the shock of the sight._

 _"Are you Peter Parker?" asks the officer again, this time a little firmly._

 _"Y-yeah. What happened here? Where's my Aunt May? Where's Uncle Ben?!" asks Peter all at once._

 _The officer looks at Peter for a moment, then down at the floor, then back at Peter before sighing._

 _"Listen, son. I've got very bad news. A burglar broke into your house. Your uncle tried to take him by surprise, but the burglar was armed." explains the officer, dread tinting his voice._

 _All at once, Peter's world begins to crumble and shatter all around him. "No... no..." says Peter, quietly._

 _Tears then begin to fall from his eyes._

 _"Your aunt's over at a neighbors house, and we got the burglar trapped at a warehouse down at the waterfront." says the officer._

 _Peter then runs off._

* * *

"Spider-Man?" asks George, breaking Peter out of his trance.

"Y-yeah. I hear you, George. Listen, I'm gonna take off now. Great talking with you." says Peter, abruptly.

"Well, you go what you need to do." says George.

"You too." says Peter.

"Good work today, Spider-Man." says the officer next to him.

"Thanks." says Peter.

Peter then outstretches his right arm, squeezes his middle finger into the palm of his hand, and out squirts a long, thick rope of webbing. Peter then kicks his body into the air and swings off into the evening sunset.

"We need more people in this world like him..." mutters the officer quietly.

* * *

In prison, Mojo sits in his cell. He was currently wearing his prison uniform, which was black and white striped. Standard procedure for any state prison. The grim look on his face conveyed many emotions; anger, rage, frustration, apathy, embarrassment, etc. However, there was currently only one thing on Mojo's mind right now;

Revenge. Sweet, bliss revenge against the one they call Spider-Man. It was bad enough that the Powerpuff Girls would thwart his plans almost every other day of the week, but now this rookie hero comes out of nowhere and outright shows him up?! Unacceptable! It was a stain on his reputation, which was legendary to say the least. As Mojo sits in his cell, contemplating his revenge on Spider-Man, he begins conjuring up ideas.

" _There must be something that could outmatch Spider-Man. It can't be a regular weapon. In the years of my profession, I have found that projectile weapons, both conventional or otherwise, would have no effect on the Powerpuff Girls, who are easily more powerful than Spider-Man. I'll need some help on this one._ " thinks Mojo to himself, contemplating his vengeance against the wall-crawling super hero.

* * *

The next day, at Pokey Oaks High School, not much is going on, really. The students and staff are going about their business as per usual. As far as the day in the life of Peter Parker, the timid teenager, the only thing interesting things going on are the fact that the city's current police captain's daughter is attending the same school he was, and the special test coming up later that day in Biology class. He and Blossom were working on it. They had even gotten together a third wheel; Mac Gargan, Peter's Biology partner, though, yesterday, Peter did have to leave abruptly in the middle of their group to go fight Mojo as Spider-Man. Currently, Peter is busy at his locker, getting his Biology books together for the test. His costume is tucked in the far back so no one would see it.

"Peter?" says a voice from behind the door to Peter's locker.

Peter then shuts the door and comes face to face with another boy. He was slightly shorter than Peter was. He had a bowlcut hairdo, which somewhat resembled the appearance of Otto Octavius. It was reddish brown, sort of like Harry Osborn's hair. He was currently wearing a tan and white sweater vest and some red khakis.

"What's up, Mac?" asks Peter.

"Did you get your notecards together for lunch?" asks Mac.

"Gave 'em to Blossom. I honestly suck at keeping track of things." explains Peter.

"Well, as long as we have them." says Mac, a small grin sliding across his face.

Peter and Mac then begin to make their way down to homeroom.

"So, do you have any plans for Halloween?" asks Peter.

"Nah, not really. I was thinking of going out in Charlie Brown's Halloween costume, but then I decided against it." says Mac.

"Why?" asks Peter.

"C'mon, Pete! I'm 14, you're 15. We're too old to be going trick-or-treating!" says Mac.

"Says you." says Peter, jokingly.

"Why, what were you thinking of doing for Halloween?" asks Mac.

"Well, I was thinking about going out to a costume party with Blossom. It's gonna be at Elmer's house." says Peter, recalling the invitation he had received from his classmate, Elmer Sglue, to come over for a costume party that upcoming Friday.

"Oh. So, you're going on a date with her, I take it?" asks Mac.

"Well, yeah, I guess." says Peter.

Mac then looks down at the ground and frowns before sighing lightly. Peter looks down at Mac and furrows his brow.

"Mac, are you alright?" asks Peter.

"Wha-? Yeah. Yeah, I'm fine Peter. It's just..." says Mac before trailing off.

"It's just what, Mac?" asks Peter.

"It's just... well, you've got an awesome, super-hero girlfriend, who's wickedly attractive, smart, and funny. You two get along great." says Mac.

"Your point?" asks Peter.

Mac then stops walking abruptly, with Peter following suit.

"Mac?" asks Peter in concern.

Mac then looks over down the hallway and sees Blossom and her two sisters walking down the hallway, carrying their books under their arms. Peter then looks over to see Mac caught in some sort of trance.

" _Is Mac staring at... ?!_ " thinks Peter to himself once he notices the person Mac is eyeing.

Peter's eyes then widen in shock.

" _Oh, my god..._ " thinks Peter to himself, realizing that Mac liked Buttercup.

"Mac? MAC?!" shouts Peter, trying to get his friend's attention.

Mac jumps from being startled and looks at Peter.

"What? Oh, yeah. Sorry, Peter. I guess I got distracted." says Mac hurriedly.

Peter and Mac then continue walking to class with the former looking very awkwardly over at the latter. With Mac looking back behind him with a blush spreading up his cheeks, Peter begins to think about the revelation which has just come upon him.

Mac Gargan has a crush on Buttercup Utonium, and she doesn't even realize it.

 **Well, what do y'all think of this shocking turn of events in Peter's personal life? The possibility of a potential Spider-Man villain shipping with Buttercup resonate well with you guys? Please, PLEASE, let me know in reviews.**


	15. Chapter 15: Names

One of the many famous landmarks of Townsville is also the home of the city's most feared villain, Mojo Jojo. The Townsville Volcano had been active at one point, but it was dormant now. Atop the peak stood a silvery structure. It was dome-shaped, had windows lining it's exterior, and had a large telescope jutting out of the top of it. It stood atop the peak on four, table-like legs. Engraved into the volcano's structure was a stone staircase. Other than the occasional damage caused during fights between the Powerpuff Girls and Mojo Jojo, the structure was virtually untouched most of the time. Legally, the police couldn't raid the house. Mojo may be a villain, but he is still a registered citizen of Townsville.

On the inside, currently, it is pitch black. Other than the sunlight streaming in from the windows, it is pure darkness. However, near the front, a clicking noise begins to fill the inside from the outside. With a thrust, a large door swings open, allowing the late-morning sunlight to flood the darkened room. A small figure then begins to step inside, leaving several subtle footsteps behind him as the door shuts behind him.

"Stupid Spider-Man... getting in the way of my heist... making me look like a fool... rank amateur..." mumbles Mojo, furrowing his brow.

The simian had been released from prison only hours earlier, and he had to take a cab to get home. He had remained in his cell for only 2 nights after his defeat at the bank at the hands of Spider-Man. It wasn't like fighting the Powerpuff Girls, if you could call his confrontation with the wall-crawler a "fight" at all. There was a certain grace to fighting the Powerpuff Girls, a sort of choreographed dance that went along with his giant robots or his bank heists. Blossom would often start off with a well placed blow to his jaw with her fist. Bubbles would continue with a swift kick to his groin with her foot. Buttercup would usually finish off with a solemn punch to his stomach. They won. He lost. Rinse and repeat.

Mojo had foreshadowed a confrontation with Spider-Man at some point in time, but not this soon. He had first heard of the wall-crawler after witnessing him take on a group of bank robbers, much like Mojo himself, single-handedly and win on the news. The villain had even read of the web-slinger's triumphs over the new villains Shocker and Vulture in the newspaper. Mojo could honestly say that he was impressed with Spider-Man's efficiency in dealing with common criminals and super-villains. However, Mojo also knows that he was one of the most feared and respected villains in the city. Spider-Man's quick victory over the legendary simian was shocking. Humiliating, to say the least. Mojo remembers overhearing the people's gasps of surprise when they saw the headline earlier that day; **Spidey Clobbers Mojo!** It was honestly embarrassing to say the least.

" _I've wanted revenge against the Powerpuffs for many years now, but this Spider-Man. He bothers me._ " thinks Mojo to himself, pondering his revenge on Spider-Man.

"There has to be some way to destroy this seemingly invincible opponent!" yells Mojo outloud, looking through his vast arsenal of weapons, most of which were laser guns and missile launchers which he had often used to try and destroy the Powerpuff Girls, but failed miserably.

Mojo then begins to look towards his laboratory. Filled to the brim with most types of chemicals found on the planet, Mojo had known that maybe a chemical agent could be used to do many things. Possibly remove Spider-Man's abilities. Possibly destroy him from the inside out.

" _No._ " thinks Mojo to himself.

"No. I must get help." says Mojo out loud to himself.

Mojo then begins to walk over towards the front window of the observatory, overlooking the city.

"But not from any of my usual contacts. No. This person must be new, inexperienced, desperate, confused, and wanting more power." says Mojo, detailing his idea out loud.

Mojo then furrows his brow and gives a devilish grin.

"Someone who is easy to manipulate, control, use for my own personal needs. I don't mean the Rowdyruff Boys, either. Those brats abandoned me for HIM years ago." says Mojo out loud, tearing through the schematics for his old anti-Powerpuff weapons.

Mojo then begins tearing through his animal specimens. Frogs, snakes, ants, moths, even roaches. All of these small animals were often used by Mojo at one point or another to destroy the city and fend off the Powerpuff Girls. However, despite being in the small animal category as a spider, Spider-Man could probably vanquish any cross-species that Mojo sent after him.

"Grr! There are no animal specimens I can think of which could be combined with the DNA of a normal human being and turned into the ultimate weapon against Spider-Man and possibly the Powerpuff Girls!" shouts Mojo in frustration.

However, just as he is looking through his jars of small animals, he notices something out of the corner of his eye. Mojo then slowly turns his head at one jar propped up against the other wall. Mojo then walks over to it and grasps it with his four fingers. He then looks into the jar, staring at the black creature before him. Mojo's eyes then widen in realization as he realizes the animal he is holding. An _emperor scorpion_. Mojo then makes the connection that he's needed to fulfill his needs; scorpions are the natural predators of spiders.

Mojo then grins evilly, a look of mischief flooding across his face. He then looks closer into the jar, staring at the scorpion. It's armor-like skin glistening in the sunlight coming from the window.

"This is it! THIS IS IT! I WILL AT LAST HAVE MY REVENGE AGAINST SPIDER-MAN! MWAHAHAHAHAHAHAHAHAHA! HAHAHAHAHAHAHA!" cackles Mojo in excitement, his laughter echoing across the city.

* * *

" _Strange. Very strange._ " thinks Peter to himself.

Peter is currently glancing at the clock in the school cafeteria, which reads 11:12 a.m. At Midtown High, lunch started at the usual time of noon and lasted until 40 after, 1 p.m. at the latest. As Peter looks down at the long lunch line ahead of him, he remembers to move along. Peter then looks at what is being served before he is up to be served himself, glancing at the green sign next to the cafeteria. "Meatloaf and green beans" the sign reads. Peter then scrunches up his nose in disgust upon smelling the meatloaf and green beans coming from the kitchen. Peter then walks up to the lunch lady, who plops down a small chunk of what could have been a sloppy joe instead of meatloaf, and then dumps a small portion of green beans, which really look more like ooze with small orbs inside of it.

"Yeah, I know, it sucks. But what are ya gonna do?" says the lunch lady, her voice craggly.

" _Even the lunch lady's willing to admit that this 'food' is garbage._ " thinks Peter to himself as he moves along.

After finally getting out of the lunch line, Peter begins looking around the cafeteria, searching for a table to sit at. However, out of the corner of his eye, he notices a fingerless arm waving out to him. Peter then sees Bubbles' form waving out to him, bearing a toothy grin on her face. Peter smiles and begins to make his way over to where she is sitting. While walking towards her table, Peter catches glimpses of Blossom and Buttercup sitting at the same table. Peter eventually sits down next to his girlfriend while Buttercup exchanges seats and sits next to Bubbles.

"Hi, Peter." says Blossom, greeting her boyfriend.

"Hey, Bloss." says Peter, doing the same for his girlfriend.

"So, Peter. Did you hear about what happened the other day?" asks Bubbles.

"Uh, no. What happened?" asks Peter, although subconsciously he knows that it has to to with Mojo Jojo's defeat at the bank at the hands of Spider-Man.

"Sbidwr-mwan... stobbed Mojo... Jojo... the other... day... at the bank!" says Bubbles, speaking while chewing her food, finishing while swallowing.

Buttercup then shoots her "little" sister a glare.

"What did we tell you about speaking with food in your mouth?" asks Buttercup, her voice stern.

Bubbles then looks back at her sister with her purple eyelids covering her eyes.

"Did we say we liked it?" asks Bubbles in a cute tone, swallowing her meatloaf.

"Oh, brother..." mumbles Blossom, rolling her eyes.

"He _is_ quite popular." says Peter.

Buttercup then crosses her arms and furrows her brow.

"What's the matter, Buttercup?" asks Blossom, her tone slightly higher than usual.

"Spider-Man." spits out Buttercup in annoyance.

Blossom then furrows her brow and growls.

" _WHAT_ IS YOUR PROBLEM WITH SPIDER-MAN?!" shouts Blossom, echoing across the entire cafeteria.

Buttercup then looks wide-eyed at her auburn sister, her arms now at their sides, startled by her screaming. Blossom continues to glare at Buttercup with a furrowed brow. Seconds later, however, Blossom shuts her eyes and takes a deep breath, regaining her composure just as the cafeteria goes back to normal.

"Sorry. Just had to let that out. But, seriously. _What_ is your problem with Spider-Man _other_ than what he models himself after?" asks Blossom.

Buttercup's eyes then dart around the room for a second until she looks at Blossom, then at Peter, then at Blossom again.

"Well... I... he... he leaves his webbing all over the walls of the buildings he swings across. Never bothers to pick them up." says Buttercup, trying to give a reason for her dislike towards the wall-crawler.

Blossom then raises her brow in confusion.

"And that's a problem for us _why_ , exactly?" asks Blossom.

"Well... i-it's gross, and... and sticky!" says Buttercup.

Blossom then rolls her eyes and sighs.

"Buttercup, we don't even come into _contact_ with Spider-Man's webbing. Just _ignore_ it when we fly by." says Blossom.

However, just as the two Chemical X-powered sisters are talking amongst one another, Peter sits and smiles.

" _Wow._ " thinks Peter to himself.

Peter then ponders the fact that he had made such an impact on not just the school but the entire city as well. Peter realizes Spider-Man's fanbase at the school due to Mitch Mitchelson setting up the official Spider-Man Fan Club not too long ago, shortly after Spider-Man's battle with the Vulture. However, just as Peter continues to ponder his invisible popularity at school, Bubbles' voice soon perks up, grabbing his attention.

"Hey, Peter. Isn't that your biology partner?" asks Bubbles, pointing at the scrawny, brunette figure that was MacDonald Gargan.

Peter's eyes then widen as he realizes that Mac is currently walking over to their table.

" _Oh, no. No, no, no!_ " thinks Peter to himself, sweating out of his mind.

Peter then recalls the revelation that Mac has a crush on Buttercup, after witnessing events transpire on the hallway days ago. Peter's heartbeat then begins to speed up, stressing over the fact that Buttercup is the object of Mac's affection.

" _It's not that I don't want Mac to be unhappy, it's... it's just that Buttercup just got out of a relationship with a bully, and I'm pretty sure that dating a geek is probably the LAST thing on her mind. What if she turns him down, or even worse, blows him off._ " thinks Peter to himself.

However, before Peter can guess, he hears the grumbling of another person's voice right next to him, and there were three guesses as to whom it could be.

"Hey, Pete." says Mac, his voice slightly trailing.

Peter then looks up at Mac and gives a fake smile.

"Hey, Mac." says Peter.

"Do you mind if I sit here?" asks Mac, looking at Buttercup, then back at Peter.

Peter then ponders the question for a moment, but before he could answer, Bubbles' voice rings across.

"Sure, you can, Mac!" squeals Bubbles in excitement.

Mac then sits at the table, right next to Peter, making him extremely uncomfortable. Mac then sets his sights on Buttercup, who is still arguing with Blossom about why Spider-Man is bad.

"He's a great guy, isn't he?" asks Mac, causing Peter and Bubbles to look up.

"Who?" ask Peter and Bubbles in unison.

"Spider-Man. He's a great guy with a heart of gold. Going around, rescuing people with nothing but his wits and will to save the world." says Mac, concluding his point.

" _Well, I wouldn't say 'heart of gold'. He must be mistaking me for another guy who goes around in red and blue tights and saves the day._ " thinks Peter to himself.

As Peter continues to wonder what it would be like if Mac and Buttercup got together, another pair of shoes are heard heading towards their table. Peter continues to think to himself as his four friends continue conversation as a shadow casts itself over his body. Peter then looks up in surprise, only to widen his eyes in horror.

"Well, well, well. If it isn't Puny Parker and his cronies!" says Mitch, smirking at Peter.

" _Has he been in touch with Flash recently?!_ " thinks Peter to himself, marveled by his ability to quote Peter's old school rival.

"Sittin' with my _girlfriend_ , I see." says Mitch, his face turning to a look of anger.

Before Peter can answer, however, he is soon cut off by the sound of Buttercup's voice.

"Try _ex_ -girlfriend, Mitch the Glitch!" says Buttercup, now floating over Mitch.

Mitch's eyes then widen at the sight of his ex- floating above him, an angered look on her face.

"Hello, Buttercup. Just wanted to come and see if-" says Mitch before being cut off.

"I never gave you the right to call me by my first name! From now on, you call me 'Ms. Utonium', got it?!" shouts Buttercup, frustrated.

Mitch simply smirks and snickers at the comment.

"Y'know, Butters, you've always been cute when you're upset!" says Mitch, trying to rile up his ex-.

Buttercup then raises her fist in the air, preparing to slug Mitch right in the face. However, before she can punch her ex-, a voice perks up from the other end of the table.

"H-hey, M-Mitch! Leave Buttercup alone. Y-you can clearly see that she doesn't like you anymore!" yells Mac from the other end of the table, stuttering in fear of the physically more powerful Mitch.

Peter then places his hand on Mac's shoulder.

"Mac, let Mitch and Buttercup sort out their own-" mutters Peter to Mac before being interrupted.

Mitch grabs Mac by the collar of his shirt and pulls him so that they are both face-to-face with each other.

"Oh, so we've got a wise guy, eh? I've eyed you enough to know that you're just as much of a creep as Parker over there, Gargan. Now listen here, meat-sack. You're nothing more than a worm. An insect. A silly sap! You're weak. And it's up to us strong guys to control the weak. Step out of line again, son of Octavius, and I'll make sure that you'll-" says Mitch before being interrupted by someone clearing his voice behind him.

Mitch slowly turns around and witnesses the sight of an African-American man, much taller than Mitch himself. He was wearing a blue shirt with a black tie, and tan colored khakis. His shoes were black and shiny, and their laces tied properly. Mitch then drops Mac, who lands back in his seat with a soft _thud_ , and begins to sweat at the sight of the teacher standing over the 6 teens.

"P-Professor Warren, I can explain-" says Mitch before being interrupted.

"Detention, Mitchelson. 1 week." says Professor Warren, his voice stern.

Mitch's eyes then widen in horror. A 1- _week_ detention?! Warren couldn't possibly be serious. After a few seconds, Mitch then sighs in defeat and walks away, but not before turning around and giving Mac and Buttercup the evil eye, almost as if he were saying "I'll be back". Peter, Blossom, Bubbles, and Buttercup then stare at Mitch as he walks away. However, Peter soon hears some sniffling coming from behind him and quickly whips his head around, only to see Mac sitting at the table, his head in his hands, apparently crying.

"Mac, are you-?" asks Peter before being cut off.

"I told them. I told _all_ of them." mumbles Mac, causing the girls to turn around in concern.

"Told them what, Mac?" asks Buttercup in concern.

"QUIT CALLING ME NAMES!" shouts Mac, loud enough to echo across the entire cafeteria, maybe the school.

Mac then begins to sob heavily, with Bubbles putting her arm around his shoulder in an attempt to comfort him.

"It's alright, Mac. He's gone." says Bubbles, hugging Mac.

Peter, Blossom, and Buttercup then continue to look on at Bubbles and Mac. Peter, in particular, begins looking at the ground, reminiscing on his own past. In the past, Flash and Kenny would constantly ridicule Peter due to his intelligence, often calling him names. "Puny Parker" was the most commonly used name, but there were others, too. "Chemical Catastrophe" was another popular name between the two bullies. It was often said when they would sabotage one of Peter's science experiments. Peter is then pulled back to reality when he notices Mac's beating red face, obviously from the crying. Peter then widens his eyes once he notices the parallel between himself and Mac; both were genius youths who were often picked on in school for their intelligence.

" _He's me... 'cept without the proportionate strength and speed of a spider._ " thinks Peter to himself.

* * *

Later that day, in the hallway, it is currently 2:50 p.m., almost two hours after the incident in the lunchroom. The school was a buzz, with everyone getting their things in preparation for the end of the school day. It was foreshadowed that the latter-half of the day would be a tad overcast, calling for rain to continue into the night and well into the next morning. Peter is currently getting his things out of his locker when a voice perks up behind him.

"You alright?" asks Blossom, concern tinting her voice.

Peter then turns around and looks at her in the eyes.

" _I'm_ fine. _Mac_ on the other hand..." says Peter.

"I checked in on Mac earlier. He's fine, just a tad shaken up." says Blossom.

All of a sudden, however, a voice perks up behind the teenage couple.

"Don't need to worry about _my_ state of mind." says Mac.

Mac's appearance was, while not alarming, definitely concerning. His hair was a tad messy, not the usual, clean bowlcut that he usually kept it in. His glasses were slightly uneven, hanging halfway down his face. His normally clean sweater-vest now had some stains on it. They didn't appear to be any particular color, but it could be told that water of some type had dripped on to it.

"Mac. You look like you're gonna pass out. Are you alright?" asks Peter in concern.

"Who cares about _me_? I'm just another nerdy _loser_ stalking the halls of this school, right?" asks Mac sarcastically.

" _We_ care about you, Mac. We're your friends, and friends look out for each other." says Blossom trying to comfort her friend.

"I don't have any friends!" shouts Mac, who then slams his fist against his locker door.

Peter and Blossom look at their distraught friend in worry. Mac had never acted like this before. He had been picked on in the past, but Mitch had really riled him up earlier that day. All of a sudden, Bubbles and Buttercup make their presence known from floating down the hallway towards the three.

"Mac, are you okay?" asks Buttercup in concern.

"I'm fine!" shouts Mac, his voice tinted in frustration.

However, behind the 5 teens, another figure makes his presence known as a shadow casts itself over the group. Mac whips his head in the direction of the shadow's owner, followed by Blossom, Peter, Buttercup, and Bubbles.

"What's up, meat sack?" asks Mitch, smirking as he does so.

"Mitch, now's not the time. Don't you have to get to detention?" asks Blossom, frowning, trying to shoo Mitch off.

"You mean the detention that _this_ little _creep_ here got me into?" asks Mitch through gritted teeth, pointing his finger at Mac.

"S-stop calling me names..." mumbles Mac, cowering in fear of the physically taller Mitch.

"Oh, you want me to stop calling you _names_ , eh?!" asks Mitch sarcastically before lunging at Mac.

Seconds later, and a loud _wham_ noise, Mitch is holding Mac up off the ground, grasping the collar of the terrified teen's sweater vest.

"Well, that's too bad, four eyes! 'Cause to me, you're nothing but a cancer-ridden crow, with the limbs of a bat, and the face of an iguana!" shouts Mitch into Mac's face.

Everyone who had gathered around to see what was happening then bursts out laughing at the sound of Mitch's comment. Mac's eyes then begin to well up in tears. Peter furrows his brow, as do the girls. Mitch then releases his grip on Mac's sweater, causing him to fall on his rear with a thud.

"Oof!" grunts Mac from the impact.

"Exactly what you deserve you little creep!" says Mitch, his voice seemingly booming over the laughing crowd.

Mac then gets to his knees and begins to stand up, looking at Mitch with pure fear, mixed with anger, spelled across his face. Mac then begins to make tracks as he shoves past Mitch and runs off.

"Mac, wait!" shouts Peter, who frantically reaches out in order to catch his friend with no success.

Mac's figure gets smaller as he races down the hallway before he turns right on the corner and completely disappears from view.

"He'll learn not to-" says Mitch before being interrupted.

 _Thud_! Mitch soon finds himself pushed up against Mac's dented locker, causing everyone to gasp in shock and surprise. Mitch then turns his attention to the set of arms holding him against the locker, only to see Buttercup's enraged face, gritting her teeth and narrowing her emerald eyes, panting furiously.

"Give me an excuse not to slug you in to the nearest emergency room, Mitch the Glitch!" shouts Buttercup, loud enough for everyone in the hallway to hear.

Mitch's eyes then widen in fear. He had seen Buttercup get angry before. Heck, he had seen her threaten people with physical violence before. But there was something new this time. She wasn't fighting just to defend herself. A light bulb then clicks itself to light in Mitch's head; Buttercup is defending _Mac_.

"Y-you _like_ that little worm, don't you?!" teases Mitch, causing the surrounding crowd, save for Peter, Blossom, and Bubbles, to start snickering.

Buttercup then widens her eyes in horror. Her look then turns from fear of embarrassment to rage over humiliation.

"No I don't!" growls Buttercup through gritted teeth.

"Yeah. It's not a surprise, really. In fact, back there in the lunchroom, I think I saw Gargan giving you the googly-eyes! I think he likes you just as much as you probably like him!" says Mitch with a sly smirk.

" _Not that far off from the truth..._ " thinks Peter to himself, if he had to be honest with himself.

A blush then begins to redden Buttercup's cheeks as she releases her grip on Mitch's grey sweatshirt. Unlike Mac, Mitch manages to stay on his feet as he descends back towards the ground. The snickering going on amongst the crowd of students then erupts in to full-blown laughter, with everyone pointing their fingers at the humiliated Buttercup, who is still blushing, while looking at the floor.

"Heh. No wonder you didn't wanna join the Spidey Fan Club!" says Mitch, directing his attention towards Buttercup.

"W-what's that supposed to imply? What does you stupid Spider-Man Worshipping Cult-or-whatever have to do with anything?!" asks Buttercup in frustration.

"Means you don't have a little _something_ I like to call a _backbone_!" says Mitch slyly.

Everyone then gasps in shock, including Peter and the remaining girls. Buttercup then whips her head in Mitch's direction. Within seconds, Mitch is back up against the locker, with a loud _clang_ , with Buttercup shoving her right hand against his chest and holding her left one out like a fist despite her lack of fingers.

"WHAT. DID. YOU. SAY?!" shouts Buttercup.

"Admit it. If you came to one of my meetings and saw a real spider, you'd probably run away wetting your pants!" says Mitch, smiling mischievously.

A warm blush then plagues Buttercup's cheeks once again. Buttercup then begins to think about the truth. She was really scared of spiders, so it didn't really surprise her sisters that she became extremely paranoid when a guy calling himself Spider- _Man_ hit the scene almost a month ago, made all the more worse by the fact that he has been not only stopping regular street crime, but super-villains as well. First the Vulture, next the Shocker, then Mojo Jojo. In truth, Buttercup could admit that the 'spider' part wasn't the main reason she hated Spider-Man as much as she did. In reality, she is _jealous_ of him. He is practically a one-man army fighting a war on crime.

"Heh. Though, I'd be led to believe that there was something that scared you even more!" says Mitch.

Buttercup then whips her head in the boy's direction, tears welling in her eyes.

"Oh, yeah? Like what? Creeps like you, maybe?!" asks Buttercup, in angry sarcasm.

"I'd hope so. But no. If you're scared of spiders as much as you are, I can't begin to imagine what would happen if you saw a _scorpion_!" says Mitch slyly.

Buttercup then widens her eyes, before allowing her purple eyelids to close around her emerald orbs in sadness. She then lets loose her grip on Mitch and lets him go, looking at the floor.

"Yeah, if you saw a scorpion, like a real one, you'd run crying for yer daddy!" says Mitch.

"W-what makes you so sure that I'd be more afraid of a scorpion than a spider?" mumbles Buttercup in defeat.

"Don't you pay any attention to biology class?" asks Mitch.

" _More than you do..._ " thinks Buttercup to herself.

"Scorpions are the natural _predators_ of spiders! They eat them for breakfast, lunch, and dinner!" says Mitch, all matter-of-factly.

Buttercup then widens her eyes and slowly turns her head back towards Mitch. She then turns away and speeds off in a flash of green, with Peter and the girls shouting behind her.

"Buttercup, wait!" shout all three of them at once.

But within seconds, the ravenette disappears out of view, trying to hide hers and Mac's humiliation. After a few seconds, the stunned crowd begins to disperse and go back to what they had been doing before. Peter looks back towards Mitch and narrows his brow.

"You're something else, you know that?" asks Peter sarcastically, anger tinting his voice.

"Certainly a better comedian than you, Parker..." says Mitch, just as he turns and begins to walk away.

" _Oh, we'll see about that..._ " thinks Peter to himself.

"Where do you think you're going?!" yells Bubbles angrily, speaking at last.

"Got detention, in case you forgot!" says Mitch.

Peter then furrows his brow and scowls in frustration.

* * *

The rain hit hard as the thunder booms across the sky. Lightning streaks across the clouds as the gods showcase their destructive fury. Behind Pokey Oaks High School, the sounds of the rain patting against the windows aren't going to be the only sounds trying to make themselves heard.

"I hate Mitch! I HATE HIM SO MUCH!" shouts Mac.

Mac's current position is in a squatting pose. He is hiding behind a bush at the back of the school, crying his eyes out over his humiliation by Mitch.

"Why can't he ever just leave me alone?" asks Mac.

"It's simple; he's jealous." says a voice from above.

Mac slowly turns his head upwards, only to see a figure standing above him. He had a tall head, which was partially covered by a brown tophat, leaving only his pink eyes to be seen. He had on a long, brown trenchcoat, and a black lanyard going across his neck with the initials 'M.J."

"W-what? Wh-who are you?!" asks Mac in confusion.

"Just someone who recognizes your pain and frustration." says the figure.

"What... what do you mean?" asks Mac.

"You are weak. You're so weak, you can't even protect your integrity. Or your confidence. Or your dignity. You allow others to push you around like a rabid dog, and you don't ever try and defend yourself. That, my dear Mr. Gargan, is unacceptable." says the figure.

"H-how do you know my name?" asks Mac.

"My dear child, I know many things." says the figure.

Mac then turns and looks down for a moment. It's not that Mac wanted to be picked on every day. It's just that... he doesn't have the strength to fight. Even if he did have the stomach for trading blows, he probably couldn't last in a fight anyways.

"Wh-what are you trying to imply?" asks Mac, looking back at the figure.

"I'm implying that I can give you the _power_ to fight back." says the figure.

Mac's eyes then widen in surprise. A chance to fight back against those who trespassed against him. Possibly even a chance to show Buttercup that he had been worth it all along. However, Mac then turns his head and narrows his eyes. Mac then begins ascending until he is back on his feet.

"How do I know you're telling the truth?" asks Mac, cocking his brow.

The figure exposes a grin under the cover of his hat. He then grabs the front of the soaking trenchcoat with his left hand.

"Because, I am..." starts the figure, just as he yanks the trenchcoat with his hand off of his body.

" _I-it can't be... !_ " thinks Mac to himself, who widens his eyes in horror to the individual standing before him.

"...MOJO JOJO!" says the figure, now fully revealed to be the infamous super-villain primate himself, his purple cape flowing in the howling wind.

He was currently standing on top of a pair of what appeared to be stilts. They were silver down to the bottom.

"Y-you're a villain! Why should I listen to you?!" asks Mac, now slightly cowering.

"Because I am the only one in this entire city who could possibly give you the power needed to defeat your enemies!" says Mojo.

Mac then looks down for a moment and shuts his eyes, contemplating on weather or not he should go along with this. On the one hand, Mojo stands as the greatest villain the city had ever seen, beating out HIM by a landslide. But on the other hand, the prospect of power was too tempting.

"I-I dunno..." says Mac, finally opening his eyes, but still looking at the ground.

"Well, if you don't think that you can stomach the prospect of power, I guess I'll just find someone else..." says Mojo, who turns and begins awkwardly walking away on his stilts.

"Wait! Okay, I'll do it. I want the power. I need the power!" says Mac, changing his mind.

A mischievous grin then begins to spread across the monkey's face as he narrows his brow. At last, the perfect weapon to destroy Spider-Man and the Powerpuff Girls has been found.

 **Now we're getting somewhere! I know I've said this before, but this really is the longest chapter I've written! I probably could've split it into two, but I decided to take a risk. And in case if you couldn't tell just from the characters or the setup, the next villain is none other than... the savage SCORPION!**


	16. Chapter 16: Arachnophobia

The door to the room swings open, revealing two distinct shadows in the process, one short, one tall. A series of footsteps are then heard as the two figures are then heard walking across the metal-plated flooring in the volcano observatory, making a soft, yet swift, _click_ noise. The smaller figure then raises his hands and claps them together 3 times. All of a sudden, the room instantly illuminates, revealing it's shiny grey interior. To the left of the entrance, a small living quarters, consisting of a brown leather chair, a lamp to it's right, a red carpet in front of it, and a television set right across from it. To the right, a kitchen area stood in place. A mini-fridge to the far left of it, while an oven took center stage in the very middle. Next to that on the right was a small kitchen sink. A series of cupboards lined the top row, just a foot above the oven, fridge, and sink. As the two continue walking, the smaller figure pipes up talking.

"Under normal circumstances, I wouldn't let someone else share my power. However, you, Mister Gargan, present a very special and exceptional case." says Mojo, who is walking ahead of Mac.

Mac is currently walking with the small simian prodigy through his observatory, turning his head at every inch of memorabilia and weaponry in the observatory. Laser rifles, plasma grenades, net-launchers, acid sprayers. Every type of conceivable weapon was in this fortress. It was an arsonist's wet dream.

"Used to watch you fight the Powerpuff Girls all the time on the news when I was a kid. Never knew you _packed_ this kind of firepower." says Mac nervously, intimidated by the massive arsenal.

"Well, with a brain the size of mine, you can pretty much think of anything." says Mojo smugly.

"Anything?" asks Mac.

"Well... _almost_ anything." says Mojo, looking back at the teenager, scowling.

Mojo then turns his head forwards and abruptly stops, with Mac following suit. They are in front of a large, metal door, around 10 feet tall, with a small, square-shaped keypad on it's right, just 2 feet above the ground. Mojo raises his right arm and begins to type in a combination too fast for the naked human eye to keep up with. The door then begins to hum, before it slowly begins to slide open, making a hissing sound as it does. As the frame of the door widens, a stream of gas begins to pour out of the bottom of the door, eventually engulfing Mojo's lower body and Mac's knees and lower legs. A bright light then illuminates the two. Mac lifts his left arm up and shields his squinting eyes from the brightness. Mojo simply looks on, a smug look possessing his face.

"After you, Mister Gargan." says Mojo, stepping out of the way while waving his hand into the direction of the room.

Mac then begins to step slowly into the room, a shiver in his spine causing all the hairs on his neck to stand up. The redheaded teenager then continues to look around in awe as he enters the majesty of this mysterious room. Mojo soon steps in behind him just as the door slams shut behind them, making a loud _clang_ as it does. Mac continues to walk towards the center of the illuminated room, shivering in worry. The room was huge. The walls seemed to glow white practically. The room itself, for the most part, was empty, save for a few computer panels here and there. However, in the middle of the room, a large chamber, half a chamber anyway, stood. The 9-foot tall chamber was purple on the outward layer, with a large hole in the middle of the chamber itself. There was a chrome plating covering the inside. About 10 feet away from that, a much larger computer, bigger than the other ones in the room currently, stood facing the opening in the chamber. Above that hang what seemed to be a very large gun. It was mostly silver, but had crimson streaks lining it's barrel.

"Mister Gargan, allow me to introduce you to... the Neogenic Recombinator!" shouts Mojo in triumph, looking back at the teenager while still pointing at the setup of machinery.

Mac's eyes widen in awe and majesty as he looks on at the Recombinator, his mouth watering from the scientific exploits that could be uncovered. With the boy distracted, a grinning Mojo sneaks away to the right side of the room. There, in the wall, stood another door. This one was much smaller than the entrance door to the laboratory, only about 7 feet high. On it's left, a small, rectangular keypad. Mojo then raises his left hand and types in a combination, first hitting the _1_ digit, then the _9_ digit, then the _2_ digit, then the _0_ digit. The door then hisses just like the other one and begins to open. However, this time, not steam pours out.

Instead, Mojo is confronted by what appears to be some kind of body armor. The colors of the armor were two different shades of green; one light, the other only a slightly darker shade. It's overall shape was sharp, with several types of bladed tips and ridges going down the arms and legs. The neck, shoulders, elbows, lower body, thighs, knees, and shins were not covered by the armor plating, but instead had what appeared to be a black, wired mesh covering up the gaps. The helmet had a hole towards the jawline, right underneath the nose. Above that were two, orange colored goggles, obviously meant for the eyes. On the chest, there was a pointed sternum protruding outwards, almost looking like a hook. The fingers on the hands were almost like knives, very sharp, and reflecting off the bright light being given off by the room. On the "boots", there were two clawed toes that seemed to protrude out of the boot itself. Behind the armor rests a long tail. It was extremely long, totaling at about 11 feet in sheer length. It was a much brighter green than the armor itself. On the tip, there was a dark grey welding of metal placed on, with a small hole at the very tip. Attached to that was a sharp blade, no more than a foot and a half in length. The tail itself was divided into individual little links that were emphasized by the circular plates lining the tail, covering any wiring or mechanism from view. Mojo simply grins in mischief, narrowing his eyes. He then turns around and faces the young teenager, who is still looking in awe and majesty at the Recombinator.

"And this, Gargan, is the battlesuit!" exclaims Mojo, gesturing his hands towards the armor.

Mac then turns and looks at the green body armor, his eyes once again widening in awe as his scientific curiosity begins to take hold once more. He then begins to nervously walk over to where Mojo is standing, never taking his eyes off the suit all the while. As he continues walking towards Mojo, sweat begins to break out over Mac's face. All this effort on a worthless nerd like him? Impossible. There's gotta be an ulterior motive. After all, Mojo's reputation as an evil genius was astounding. Doublecrossing was practically one of his specialties.

"I-is this f-for... m-me?" asks Mac nervously.

"Yes, Mister Gargan. This suit of armor will give you the power you want and so-rightfully deserve." says Mojo.

"R-really?" asks Mac, now smiling nervously.

"Yes. But if, and only _if_ , you destroy Spider-Man!" says Mojo, sternly.

Mac then whips his head in Mojo's direction, startled at the catch of gaining power. It wasn't in Mac to become violent with other people, let alone commit murder. And causing the death of who is already becoming a surprise contender for the title of "World's Greatest Super-Hero" had begun to seem nearly impossible for Mac to comprehend. Mojo then begins to look at Mac's nervous expression and scowls. This is the boy who had wanted the power to be more than he already is, and already, his compassion and morality is beginning to weaken the monkey's influence over him.

"Mojo, I dunno if I can-" says Mac before being interrupted.

"You said that you wanted power, right, Gargan? Why do you hesitate? THIS IS YOUR CHANCE, GARGAN! TAKE IT!" yells Mojo in fury, angered by this sudden change in pace.

Mac begins to cower in fear from the ravenous monkey, his body shaking with stress. His heart then begins to pound erratically from all the stress.

"O-okay, M-Mojo. S-sorry..." mutters Mac with nervousness tainting his voice.

"Apology accepted, Gargan. Now, let's get to work, shall we?" asks Mojo, reverting his scowl to a large grin.

Moments later, Mojo is seen pushing a series of buttons faster than can be seen by the human eye on a control panel. In the half-chamber, Mac is currently standing firm on the silver base, wearing the armor that Mojo had given him with the tail attached to it's back. Mac's frame, at the moment, was extremely baggy on his body, as the armor itself had been designed to be form-fitting on a 6-foot tall average man. Mac then begins to sweat profoundly as he stares at the purple barrel of the Recombinator aiming directly at his body. All of a sudden, the tip begins to glow a bright green color, looking like pictures he had seen of nuclear plasma.

"M-Mojo, i-is this experiment, y'know... _safe_?" asks Mac sheepishly.

"Of course, of course, Mister Gargan. This experiment is perfectly safe. The only side effect that I can think of happening is your newfound power." says Mojo reassuringly.

Mac then stops sweating from nervousness and starts sweating more from being inside the baggy suit of armor. The metal was currently making the suit much hotter as it's plates begin to trap in more and more heat. It also didn't help that the wiring and mesh used to operate the systems of the armor were black, which is a heat-absorbing color. However, before Mac could begin to reconsider an alternative source of power, a sharp laser fires out of the tip of the Recombinator, wrapped in a blue light spiral, and strikes Mac. Mac initially puts his hands up and cowers for protection, but soon puts them down when he realizes that the beams aren't _harming_ his body, but were doing... something else. Mac then looks down at the rest of his armored body and notices the entirety of it is glowing a bright green color, the same as the laser. He then averts his eyes to the super-intelligent simian currently watching from afar the events transpiring, a massive grin on his face.

"Mojo, wh-what are you doing to me?" asks Mac, now a tad bit nervous.

"Easy, Mister Gargan. It's just the radiation." says Mojo, looking down at a glowing screen on the control panel connected to the Recombinator.

Mac's eyes then widen at the sounds of the words being spoken, the horror of being irradiated slowly creeping into his mind.

"R-radiation?! I-isn't that dangerous?!" asks Mac, now significantly more distressed than before.

"It's only dangerous if you think about it, Gargan. So please, use that mind of yours and shut it off." says Mojo sarcastically, not taking his eyes away from the screen.

"Mojo, ca-can you p-please tell me what's going on before-AAARRRGH!" says Mac before screaming in agony as he clutches his sides with his clawed hands.

Mac then continues to yell and scream in pain.

"It's okay, Gargan. I'm simply rewriting your DNA code to match that of a scorpion!" says Mojo, surprisingly calmly.

"Wh-why a... s-scorpion?!" shouts Mac, squeezing his eyes shut and gritting his teeth in pain.

"I wanted you to eliminate Spider-Man for me, so I chose to use a scorpion, because it's the natural predator of a spider!" explains Mojo.

In the chamber, the tail, having remained wrapped up behind Mac, suddenly begins to wiggle a slight bit. First, the tip begins to slide to the left, then the right. The rest follows suit, going from little wiggles to massive jolts as the tail itself springs to life behind Gargan, flailing erratically. Mac continues to shout in pain as the Recombinator reworks his DNA to become that of a scorpion's, and increases his body structure. Within moments, however, Mojo grips a grey switch attached to the panel. He then pulls it down, and the Recombinator's beam slowly disappears, along with the green aura surrounding Mac's body. Mac is then seen smoking, but significantly taller than before. The tail then slowly rises above and behind Mac seemingly towering over him. Mojo then grins in triumph. His greatest creation yet.

"At last... Spider-Man will finally meet his _match_!" says Mojo evilly as he narrows his eyes.

Over in the chamber, Mac's form begins to rise up until his posture is straight up.

"Grr-AARRRGH!" roars Mac, flailing his now muscular arms into the air like a wild animal.

* * *

The next day the rain disappears, with only the white and grey clouds remaining. At Pokey Oaks High School, all was going well in the day of the science prodigy we know on the surface as Peter Parker, _was_ being the prime adjective in this instance. In the halls of the school, Peter is currently undergoing an... involuntary inspection of his underpants from a certain Mitch Mitchelson.

"Oooohh!" moans Peter in pain as the wedgie persists.

"You like _that_ , Parker?!" asks Mitch with an obnoxious grin on his face.

In all realism, however, there is barely any pain in Peter's body. The most amount was in his crotch, but even there, the pain was negated, mostly thanks to his powers allowing him to withstand much more than the average nerd. However, for the sake of secret identities, Peter needed to act like he was in pain, or else someone might figure out that Peter Parker and Spider-Man are one and the same.

" _If only you realized how much more pathetic you make yourself look on each passing day..._ " thinks Peter to himself.

All of a sudden, however, Peter suddenly drops to the ground, obviously free from Mitch's grabbing and man-handling. Peter then turns his head to the right only to witness a certain green-eyed ravenette push her ex- against a wall, her fingerless hands gripping around the collar of his shirt. Buttercup's heavy breathing begins to accelerate as her adrenaline begins to build up in her Chemical X-powered system.

"What part of 'leave him alone' do you not get?!" shouts Buttercup.

"The 'leave' and 'alone' parts?" says Mitch sarcastically, a mischievous grin spreading across his face.

Buttercup then growls outloud like a wild animal. Mitch was really doing a number on her and Peter, not to mention Mac Gargan, who had been absent all that day.

"I swear, Mitch. You make _Butch_ look like a _model_ _citizen_!" grumbles Buttercup through gritted teeth.

"But would _I_ get arrested on the spot if I showed my face in this town?" asks Mitch, smirking.

" _I wish... !_ " thinks Buttercup to herself.

"Lemme ask you a question, Butters." says Mitch.

Buttercup narrows her eyes and glares into her ex- 's blue orbs.

"WHAT?" asks Buttercup, gritting her teeth.

"If you had to pick someone to go on a date with, who would it be? Me... or _Spider-Man_?" asks Mitch, clearly trying to antagonize her.

Buttercup then widens her eyes in horror. _Mitch Mitchelson_ or _Spider-Man_? Two of her least favorite people in the world? Buttercup then begins to sweat. The tone in Mitch's voice told her that the question was serious. He had actually meant it. She then lets go of Mitch's collar, slowly lowering her arm down to it's side.

"I... I... " stutters Buttercup, her normally gruff-girl vocal cords beginning to falter as her voice cracks.

Mitch then begins to snicker at the sight of his ex- as he shuts his eyes and giggles.

"How about we add your little lovebird, Mackie Gargan, to the list?" teases Mitch in a nasally voice.

However, before Mitch could revel in the humiliation of the green Powerpuff anymore, he feels a slight tapping on his shoulder. Mitch then stops his giggling and whips his head in the direction of the tapping, only to be met by the angered and beating red face of Peter Parker.

"Need someone to laugh at, laugh at me... bully." growls Peter before doing the unexpected.

Peter rips his right hand across the air and quickly grips the collar on Mitch's shirt. Mitch just simply grins.

"That the best you can do, Parker? Just grab my shirt and-" says Mitch before stopping abruptly.

Mitch then seemingly begins to float in the air, being supported by nothing but Peter's one arm grasping onto the collar of his shirt. Within seconds, tens of pairs of eyes were staring at the commotion. Mitch's eyes widen as he looks at Peter, whose face remains unchanged. Mitch then slowly spreads a nervous smile across his face, showing his teeth.

"H-hey, n-now listen, Peter. D-don't do something that y-you're gonna-" says Mitch before being interrupted.

"You're in no position to be making requests, Mitchelson." says Peter, his voice monotone, yet determined.

Peter then narrows his eyes, almost squinting, in an attempt to intimidate Mitch. Mitch then begins to sweat profoundly. The one kid in the whole school, besides Mac Gargan, that Mitch had taken a personal interest in tormenting had now all of a sudden become the toughest kid in the entire neighborhood, other than the Powerpuff Girls, of course. Peter then begins to lower his arm, and eventually sets Mitch down on the ground, the bully still sweating like a dog on a hot, summer day. Peter then releases his hold on the shirt collar, Mitch not taking his eyes off of him.

"I... I was right about you." grumbles Mitch.

"About what?" ask Peter and Buttercup, who had now rejoined the conversation, in unison.

"Y-you're... a FREAK!" shouts Mitch, loud enough for almost every kid in the hallway to hear, while pointing his index finger at Peter.

Buttercup then begins to growl and narrows her eyes. She then begins taking violent steps towards her ex- , her shoes marking across the aluminum flooring. However, She then feels something cross across her chest. She looks downwards, only to see an arm blocking her upper torso. She then realizes that the owner of the limb is Peter, who then shoots her a glance. Buttercup looks back into his hazel eyes and understands the meaning of wanting to block her, to prevent her from doing something stupid and regrettable. Buttercup then takes this as a sign and backs away a few inches. Peter then lowers his arm back down to his side and begins shooting daggers at Mitch, who simply smirks.

"Admit it! You're a freak! But not the good kind, like my ex- here. No, you're the kind of monster that terrorizes this city every other day of the week!" exclaims Mitch, who then begins laughing.

Peter then looks back towards the green-eyed Powerpuff, only to notice an unusual sight that no one would have seen coming. Buttercup's eyes begin filling with tears, each of them beginning to slowly streak down her chin. Mitch, one of her longest lasting friends, had just called her a freak. A _monster_. She then quickly strikes her fingerless hands against her face, hiding it from view. She wasn't the type of person to express her emotions, unless if it was anger or annoyance, but this situation had gotten to her. Mitch... hurt her feelings. She then begins to silently sob into her hands, shaking her head slightly as she does so. Peter then narrows his eyes and turns back towards the laughing bully, still pointing his finger at the two teenage super heroes. Peter then begins to take slow steps towards his newfound rival.

"Hey, Mitch! You've got a little something on your face!" exclaims Peter.

Mitch then stops his persistent belly laughter and looks fourth at his rival, who continues to edge closer and closer to the bully.

"Wh-what?!" asks Mitch, just as Peter lashes fourth his right arm once again, grabbing the collar of Mitch's shirt... again.

Peter then pulls the physically taller Mitch down to eye-level, leaving the bully's face terrified and confused.

"My _fist_." says Peter.

Peter then clenches his remaining left hand into a fist. He then pulls his arm back and, with a mighty jolt, brings it back forward, connecting his fist with Mitch's jaw in the strongest blow the teenager had ever felt, a loud crack ringing across the hallway. Everyone, even Buttercup, whose green orbs were still surrounded by shot blood vessels, then widens their eyes and gasps as Peter Parker sends Mitch flying down the hallway, his punch being just that hard. Mitch finally comes back down to Earth with a significantly loud _thud_ , holding his right hand against his mouth, squeezing his eyes shut all the time. Peter continues to pant and vent as he finally puts his fist, lowering his arm back down to his side.

" _Be thankful that I PULLED that punch, Mitchelson._ " thinks Peter to himself.

Buttercup then ascends into the air and begins floating towards her ex- , her eyes not disconnecting from the sight of his curled up body. She then descends downwards, eventually making contact with the ground. She continues to look on at the sight of Mitch's body, his normally strong and beefed out body currently lay on the aluminum flooring in the hallway. Everyone else gathered in the crowd continues to look onwards as Buttercup stands over Mitch's body. Peter's eyes widen as the shocj of what he had just done comes over him. Even though he had pulled his punch, he still could have seriously wounded Mitch, even cracked his jaw a little bit. He looks onwards towards Buttercup whose expression had not changed at all as she continues to look over Mitch's form.

"Peter?" mumbles Buttercup, just loud enough for Peter to hear.

"Y-yeah?" responds Peter, still wide-eyed and shocked at what he had done.

"Th-... thanks." says Buttercup.

Peter then looks at Buttercup's form, even more shock coming over his body. She had just thanked him for doing the one thing that he had sworn not to do since he got his great powers; resort to violence. She had a duty as a super hero, a defender of the people and a champion of justice. And yet, she had just _condoned_ the violent actions of her friend. Then again, though, Mitch _definitely_ had it coming. All of a sudden, a series of footsteps are heard clicking across the tiled floor as one Professor Raymond Warren comes running through to see the commotion.

"What's going on here?!" shouts Warren, who gently pushes and moves aside the other teenage students.

He then arrives to the sight of Buttercup standing atop Mitch's body, still curled up on the floor and clutching his jaw. A notable amount of blood could be seen as well, having spilled from the bully's mouth. It didn't take long for the honorary professor to come to what he believed the logical conclusion of the situation.

"Buttercup, to the principal's office. _Now_." orders Warren, scowling.

Peter opens his mouth and tries to speak, only to receive a look from Buttercup, which told him "It's alright. I'll take this hit." Peter then closes his mouth after a few seconds, looking on as Buttercup begins floating away from the shocked crowd of kids and Professor Warren. The professor then turns his gaze to Peter.

"Peter, I want you and Elmer to help Mitch to the nurse's office." says Warren.

Peter sucks some air in through his teeth and begins to make his short way over to Mitch, with another boy with thick glasses and white hair following behind him, as the two boys prepare to lift up Mitch's body and carry him to the nurse's office. The crowd then begins to disperse, as there is no more excitement to be seen. Peter then picks up Mitch by his arms as Elmer picks up his legs. Just then, an all-too-familiar tingling sensation begins going off at the base of Peter's skull.

" _Maybe it's just something I_ _ate_ , _but my Spider-Sense just went off like a ten-bell alarm!_ " thinks Peter to himself, confused as to why there would be any danger in the suburbs, let alone the school.

He then begins to look around in confusion, not knowing why his Spider-Sense would be going off now.

"Peter, are you okay?" asks Elmer.

"Y-yeah. I-I'm fine, Elmer. Just something I ate." says Peter, now somewhat nervous.

"That was a bold thing you did back there. You might as well get a gold medal." says Elmer, trying to break the tension.

"Yeah? Then how come I feel so bad about it?" asks Peter, his voice now tinted with depression.

* * *

However, unbeknownst to the rest of the students and Peter, a new, mysterious figure watches the whole scene from afar. The figure then clenches his hand into a fist.

" _Get ready, Gargan._ " says a figure over what sounds to be a microphone.

"Yeah, I hear you, Mojo." says Mac, now fully empowered and dressed in his Scorpion armor.

Mac then grins mischievously. Today was gonna be fun.

 **Hey, guys it's me here again! Sorry for the delay. I originally intended for Spider-Man and Scorpion to fight in this chapter, but things got in the way so the fight's gonna take place next chapter. Just gettin' things ready for y'all!**


	17. Chapter 17: Natural Instinct

Peter's hands begin to tremble as he sits quietly at his desk, patiently waiting to be handed that one piece of paper he had both been anticipating and dreading at the same time. Today was the day of Ms. Keane's Biology test. The whole class, well, _half_ that is, had spent the last week and a half preparing for it. Peter and Blossom had even gotten the latter's sisters and the former's Biology partner, _where the heck was he_ , together for a study group in order to get ready. However, after the incident with Mitch that had happened earlier today, Peter had been shaking in nervous sweat for the past hour, quietly awaiting for his name to be called down to the principal's office once Mitch had ratted him out.

Buttercup had still been in the principal's office by the time Biology began, and he knew that she, for some reason, would cover for him. He'd probably do the same if the roles were reversed, but still. Lying was definitely something that Peter was _not_ a fan of. As Peter's hands continue to tremble at the overwhelming anxiety being generated from the possibility of being called down to the principal's office and the upcoming test, the teenager suddenly feels warm flesh cover his hands, causing them to stop trembling. He then looks over, only to see Blossom's pink orbs looking back into his own hazel ones. If there was one way Blossom Utonium knew how to make Peter Parker melt, it's with a simple stare from her eyes.

"You okay?" asks Blossom, whispering.

"I'm fine." says Peter, also whispering.

"I heard about what happened." whispers Blossom.

Peter's eyes then widen. Who told her? Does she know everything? Does she think that Buttercup was the one who slugged Mitch? Was she about to break up with him? All these questions begin racing through Peter's head at once. However, Blossom's grip then tightens on Peter's knuckles, causing the boy's racing heart to slow down greatly.

"It's okay. You were protecting my sister." whispers Blossom.

Under normal circumstances, Blossom would be appalled by physical violence in her school environment. However, she did have to recognize that Mitch had been bringing it on for several weeks and had insulted not only Buttercup, but herself and Bubbles. As she had gotten older, Blossom also recognized that people have every right to defend themselves if they were to by attacked by someone. Mitch definitely fit the bill of being one to "hit first". Plus, Peter is her boyfriend, so she couldn't really stay mad at him forever even if she was mad to begin with.

"I... didn't know how else to handle it. After what happened between Mitch and Mac yesterday-" whispers Peter before being interrupted.

"A-HEM." grumbles a voice, causing the couple to look up slowly.

"Peter, Blossom, do you have something to share with the class?" asks Ms. Keane, her glare shooting daggers their direction.

"N-no, Ms. Keane. Nothing at all." says Peter, reluctantly.

"Then please be quiet." says Ms. Keane, just as she turns her attention back towards the blackboard.

Peter continues to look on at the blackboard as the room returns to it's silent nature. Minutes later, Ms. Keane begins passing out pieces of lined, notebook paper out for the rest of the students. As Peter and Blossom receive their papers, they begin working immediately. However, all concentration in Peter's head is soon interrupted by a familiar tingling sensation at the base of his skull.

" _My Spider-Sense is tingling, again! But why?!_ " thinks Peter to himself.

Peter then turns his head to the window, the direction of where his Spider-Sense had been directing him, only for his eyes to widen as a massive figure, easily bigger than someone the size of Professor Warren, is seen running for the window. The figure was Caucasian on the exposed parts of his face, as the rest of the body was hidden from view by some kind of body armor. The colors of the armor were two different shades of green; one light, the other only a slightly darker shade. It's overall shape was sharp, with several types of bladed tips and ridges going down the arms and legs. The neck, shoulders, elbows, lower body, thighs, knees, and shins were not covered by the armor plating, but instead had what appeared to be a black, wired mesh covering up the gaps. The helmet had a hole towards the jawline, right underneath the nose. Above that were two, orange colored goggles, which were protecting the eyes.

On the chest, there was a pointed sternum protruding outwards, almost looking like a hook. The fingers on the hands were almost like knives, very sharp On the "boots", there were two clawed toes that seemed to protrude out of the boot itself. Behind the armor was a long tail. It was extremely long, totaling at about 11 feet in sheer length. It was a much brighter green than the armor itself. On the tip, there was a dark grey welding of metal placed on, with a small hole at the very tip. Attached to that was a sharp blade, no more than a foot and a half in length. The tail itself was divided into individual little links that were emphasized by the circular plates lining the tail, covering any wiring or mechanism from view.

Peter begins to sweat as the figure gets closer and closer to the room. He clearly was _not_ in the mood for making friends. Blossom then looks up from her test, only to notice her boyfriend seemingly frozen in complete and utter fear. Confused, she turns her gaze over to the window, only to have her pink orbs widen in fear as well. Blossom's arm then shoots into the air, attempting to get her longtime teacher's attention. Ms. Keane then looks up, directing her gaze towards her star pupil.

"M-Ms. K-K-Keane?" squeaks Blossom.

"Yes, Blossom?" says Ms. Keane softly, attempting to not disturb the other children.

"Th-there... ther-there's a... a-" stutters Blossom in shock.

"Blossom, what is-" asks Ms. Keane before being cut off by the sudden arrival of the mysterious figure.

All of a sudden, the figure bursts through the window with a loud _crashhh!_ Shards of glass are sent flying everywhere as everyone gasps in shock and attempts to shield themselves from the glass. The figure then bolts it's leg outward, kicking over the desk of another girl who had gotten up in order to avoid the glass. The mysterious individual then makes impact with the aluminum floor with a distinct _thud_ noise. The individual enters a crouching position, his tail waving slowly in the air behind him and his breathing intense. He then begins to do something unusual, even for normal super villains; foaming at the mouth. Peter, who had pulled himself and Blossom behind their seats when the individual crashed into the room, widens his eyes in shock, as does Blossom. The individual then turns his head, slowly, to the direction of the students, his face emoting insanity and little drops of foam dripping from his teeth.

"CLASS DISMISSED!" roars the individual, exposing his fanged teeth.

Seconds later, everyone in the room, save for Peter and Blossom, begin screaming and running out of the room in complete and utter terror. Paper goes flying, chairs are flipped. Even Ms. Keane had joined in on the chaos, as she had begun to run when the individual roared at the class. Peter and Blossom manage to escape the room amid the chaos and continue running away, with Peter pulling on his girlfriend's left arm, panting in the process. They then make a sharp left turn down the hallway.

"What _was_ that thing?!" asks Peter, distressed.

"I don't know!" shouts Blossom.

However, before they can continue to think further about this, they are stopped by the familiar sight of a flash of bright blue whizzing by them, only for it to stop and take form.

"What's going on?! Why are you guys away from the test?!" asks Bubbles frantically.

"Where were you?!" asks Blossom.

"In the bathroom. Now what's happening?!" asks Bubbles.

"Some lunatic wearing body armor and a tail just crashed right into the room and caused a ruckus!" explains Blossom.

"He had a tail? Was he like a lizard?" asks Bubbles.

"No! He was more like a... like a... a scorpion!" says Peter, trying to wrap his head around the situation.

"We've gotta deal with this! Where's Buttercup?" asks Bubbles.

"Still in the principal's office... I think." says Blossom.

"Peter, get out of here! It's not safe!" orders Bubbles.

Peter then nods his head before turning and making tracks, his black and white sneakers making marks all over the tiling. Blossom and Bubbles then turn their heads back, only to see a silhouette coming from down the hallway. The two then narrow their eyes and take off like a bolt of lightning, leaving a pink trail and a blue trail behind. With Peter, however, instead of finding his way to the nearest exit, the teen makes his way to the nearest maintenance closet, located near the boys' bathroom, pulling down his grey T-shirt with his left hand and partially revealing his red and blue Spider-Man costume underneath.

* * *

Buttercup crosses her arms in annoyance. She had been waiting in that office for an hour. The principal had called the Professor to come pick her up early. To be fair, though, she had willingly taken the fall for Peter. Plus, she knew that if Peter's aunt had somehow found out about what her nephew did, she would have a heart attack, and that woman had already been through a lot. Buttercup grunts in annoyance, her eyes narrowed at the sight of the principal's brown desk. It was old, with multiple cracks given to it by age. Time had clearly not been kind to this hunk'a wood.

"Stupid Mitch. Gotta go and pick on Peter, whose uncle was murdered. Then you gotta go and torment Mac, one of Peter's closest friends..." grumbles Buttercup to herself.

She continues to ponder to herself, reflecting on everything that had happened since yesterday, when Mac tried to stand up for her, only to get shot down by Mitch. It wasn't like her to let someone else fight her battles, let alone back down from one like she did. Then come today. Mitch had called her a freak, a _monster_. When they were kids, she and Mitch used to kind of tease the other kids for fun. Of course Ms. Keane, back when she was teaching kindergarten, and her sisters often brought a halt, Buttercup gradually stopped being a bully and accepted other people for who they were. But Mitch was a special case. He never stopped. Always teasing the physically unfit, the nerds, the disabled. Buttercup had once thought nothing of it. It was just the way he rolled. Even when they were in a relationship, she never stopped him. Only after that incident weeks prior, when Peter first moved to Townsville, did she realize the true Mitch Mitchelson. A no-good, greedy, rotten, bully who picked on the weak and upheld the strong.

"If only I had seen the _real_ Mitch years ago. Maybe then I wouldn't have considered dating him. Maybe-" thinks Buttercup before being interrupted by the sounds of something coming from outside the hallway.

Buttercup then turns her head, facing the window behind her. She then lifts her right hand up to her right ear and presses her head up against the glass pane. Thanks to her super-sonic hearing, she could hear everything going on outside the room. It had sounded like intense smashing. Buttercup then slowly begins floating towards the door, attempting to make an escape or at least see what was happening outside. However, she cannot seem to make anything out.

"What is-" says Buttercup before being interrupted.

She whips her head to the sound of a loud crash filling her eardrums as a familiar blonde, blue-eyed girl comes crashing through the glass. She then slams head-first into the wooden desk, effectively reducing the aged piece of wood to a heap with a loud _crashh!_

"Bubbles!" exclaims Buttercup, rushing to the aid of her sister.

Buttercup places her fingerless hand underneath Bubbles' head, specifically near the base of her neck.

"Are... are you okay?!" asks Buttercup frantically.

With a cough, Bubbles flutters her purple eyelids, showing her sky-blue orbs.

"B-Buttercup..." mutters Bubbles weakly.

Buttercup continues to stare into her sister's eyes, hoping to get a response from her.

"Be... behind you!" shouts Bubbles, whose eyes suddenly widen to full-size.

Buttercup quickly whips her head behind her, only to see the green-armored individual with bright-orange goggles covering his dialated eyes lunge for her, his arms reaching outwards. His mouth, at the moment, was wide open, revealing what appeared to be fangs taken straight from Dracula. Wide-eyed and mouth gaping, Buttercup picks up her sister and crashes through the door, leaving a trail of bright, emerald green behind. The individual then crashes down onto the desk with an ear-churning _creak_ noise. As Buttercup gets herself and her sister to a minimum 10 feet distance between themselves and the now-ravaged principal's office, she slowly turns her head back, looking at this deranged and clearly sick crouching man who just so happened to be staring right back at her, the 'sick' part coming from the fact that he was currently foaming white suds at the mouth, and said suds had begun dripping onto the floor. His eyes are wide and seemingly bulging from their sockets. It had taken a few seconds for the currently waving tail attached to the individual's back to register in the green Powerpuff's mind.

" _This guy's gotta be hopped up on medication!_ " thinks Buttercup to herself.

Buttercup then slowly turns and gently places her "baby" sister on the floor. She then turns to face the individual, her eyes narrowed and her breathing intense. She continues to huff and puff, trying to vent her rage all while staring down this clearly psychotic man, who still stared back at her with his eyes almost like slits, like a cat.

"What do you _want_?!" growls Buttercup.

"Y... _you_!" hisses, literally, the individual.

Buttercup's eyes widen at the sound of what this man had just said to her. He wants _her_? He _clearly_ must've been out of his mind when he said that. Her gaze then swiftly reverts back to the gaze it had been seconds earlier, narrowed and clearly angry.

"Well if it's a fight you want, consider your wish _granted_!" shouts Buttercup as she charges at the new villain, who reacts by lunging at her while hissing like a rabid animal, aiming the large knife on the tip of his tail at her as well.

* * *

Blossom rubs her head as her eyes flutter, revealing her pink orbs. She slowly brings herself up, not taking her hand off her face. She eventually lowers it and begins shifting her head left and right down the hallway, witnessing signs of destruction and catastrophe down and throughout. Slash marks on the navy-blue lockers, papers strewn about, a bulletin board had even been shattered into a million pieces on the floor in front of the boys' bathroom right across from Blossom. As the lights, once shining, begin to dim and flicker, and even shut off entirely in some cases.

" _What... hit me?_ " thinks Blossom to herself, wondering what could have knocked her into bloody unconsciousness.

Blossom then pulls herself upwards, eventually getting to her feet. All of a sudden, however, her eyes widen as a chill begins racing down her back. There is something... _wet_ on her clothes. Blossom whips her head around, getting a somewhat fair look at the stain on the back of her shirt, leaking onto her posterior.

"Did... did I have... an _accident_?" asks Blossom out loud to herself.

If she had, it would have been one unusual accident, as most of the water is on her rear and not between her legs as normal if she did have an accident. Blossom then tilts her head slightly back as she notices the silvery heap of metal behind her, specifically in the spot where she woke up from. It was currently in the exact right kind of shape to fit her body, with a bit of an indent going from the object to the wall behind her as well. Water is leaking from it, spilling down the sides of it. It soon becomes clear to Blossom the answer to why her clothes are wet and why there was a mangled metal object behind her; Blossom had crashed into a _water fountain_. Blossom then sighs lightly.

"Must've gotten hit pretty hard if I was knocked cold." says Blossom out loud to herself.

All of a sudden, however, the pink Powerpuff's super hearing begins directing her to something. Something close. Blossom directs her ear to the lower corridor of the hallway and places her hand against the side of her head, attempting to make out the noise that had just gotten her attention. However, before she could continue to make it out, she is interrupted by a bright green flash flying her direction.

"YIPE!" yelps Blossom just as she manages to avoid the streak of green light, landing on her bum.

A loud _crash_ is heard from the auburn Powerpuff's left side. Blossom looks to her right, only to see Buttercup, whose hair was now in an indescribable mess, laying on the floor, having impacted the ground and broken through the aluminum tiles on the floor below her. Her purple eyelids were shut, and her teeth grit. Buttercup's eyes then begin to flutter as she looks up. Blossom looks to her left, only to see the large, armored individual slowly walk towards them, his footsteps ever so ominous, and his long tail flowing freely behind him. _Click_. _Click_. _Click_. These are the sounds of the individual's boots making contact with the floor. Buttercup looks upwards, only to be met by the sight of the individual getting ever so closer to her. Her eyes then widen in fear, for the individual had started to seemingly foam at the mouth again. The individual then stops about 4 feet away from her, looking down into the ravenette's green orbs with his orange-covered eyes.

"Who... who are... you?" asks Buttercup weakly.

* * *

The individual then begins foaming at the mouth even more, causing more of the white suds to drop onto the ground. Behind them, Blossom can only watch on as she begins to prepare for attack, making sure to watch out for this clearly crazed psychopath's long tail. However, as Blossom staggers to her feet in preparation for her attack, she turns her head to the sight of something smoking. Little, tiny holes had somehow been burned into the ground, and they are bellowing out some kind of steam. Blossom tries to make sense of what could have caused it. She then turns her head back to her sister and the individual, noticing his foaming mouth, which had already begun to smoke slightly as the white-ish suds made their way to the aluminum floor. It soon becomes clear to Blossom the truth about this individual's seemingly foaming mouth. It isn't simply foam like from a rabid dog or rabbit. It is _acid_. _Highly_ _corrosive_ acid, at that.

* * *

"Who am I?" asks the individual, a hiss clearly heard in his voice.

Buttercup's eyes then squint in confusion. She vaguely had heard a similar voice before, and not too long ago either. It takes Buttercup's ears a few moments to register the sound into her spice-laced brain. Her eyes widen in shock and horror once she makes the faint, yet distinct, connection.

" _Mac_? Mac _Gargan_? Wha... what happened to you?!" asks Buttercup in concern.

Mac simply grins, showing off his fang-like teeth.

"You wanna know what happened to me? Aw, I didn't think you cared! I _really_ _didn't_! Well, lemme give you the answer, Butter _butt_! _You_ happened to me!" hisses Mac, whose tail then begins looming behind his head.

"M-me?! What did I do?!" asks Buttercup, now slightly angry.

"You know what you did! Always ignoring me. Never bothering to give me a second glance! Always wanting to go out with Mitch Mitchelson of all people! The same guy who made fun of you the other day... and me!" explains Mac, putting Buttercup on the hot seat.

Meanwhile, Blossom begins floating a few feet into the air, about to launch her sneak attack on her old friend. Blossom then bites her lip worriedly. She would be harming a friend if she did this. It wouldn't be right. However, her sister's _life_ is on the line. If she didn't do this, then what? Blossom then silently sucks in a breath of air before exhaling. She then begins to slowly, but surely, float towards the now-armored Mac Gargan, preparing to sock him in the jaw if she needed to. She raises her right arm into the air, taking on an offensive position. However, just as the Powerpuff leader gets within at least 6 inches of Mac, specifically within the proximity of the small "backpack" attaching Mac's tail to the rest of the suit, she prepares her left arm to tap him on his shoulder, something... _semi_ -expected happens.

"Ow!" shouts Blossom as she is hit with Mac's whipping tail, which sends her flying to the side.

The auburn Powerpuff then collides with a group of cobalt lockers against a wall, the impact causing a great, loud _thud_ before she sloops to the ground, laying on top of her stomach.

"And what were _you_ trying to do?!" hisses Mac, enraged that someone would dare try and sneak attack him.

Blossom then places her fingerless hands on the ground below her and pushes them in, lifting her body upwards. She then turns her head to the right, only to see her former classmate-turned-enemy standing above her, his mouth once again foaming with his acid. His green armor begins to glisten in what remaining light there is in the mostly dimmed-out school hallway.

"Trying... to save... my _sister_!" says Blossom weakly, coughing in-between the words.

Mac then smiles as the foam-like acid stops dripping from his fang-like teeth. He then bends his knees and lowers himself down to her level. He then lashes out his left arm and grabs Blossom's head with his clawed hand, lifting it a few inches away from his masked face.

"Yeah, well, I got _news_ for ya, sister; it ain't gonna work!" hisses Mac into Blossom's ear.

Blossom then directs her eyes into the direction of Mac's face, specifically staring into his orange-covered eyes, which were currently animal-like slits. She then narrows her gaze as her breathing begins to get heavier.

"What... are you... going to... _do_?!" asks Blossom, now noticeably agitated.

"I'll tell you what I'm gonna do! First, I'm gonna suck you dry! Then, I'm gonna make sure Buttercup don't open her eyes _ever again_!" hisses Mac, trying to intimidate his newfound enemy.

Blossom then widens her eyes in horror, her breathing slowing down significantly. Mac had just threatened to murder her sister. But what did he mean by "I'm gonna suck you dry"? But before Blossom can ponder on about these things, she is lifted about a foot and a half into the air by Mac, who had just gotten to his feet and is now standing up straight. Mac then grabs her left arm with his right, seemingly holding it up in front of her.

"Now, you will _feel my sting_!" shouts Mac, delivering an almost-corny super-villain line perfectly.

Mac then raises Blossom's arm to his mouth. He then extends his lower jaw downwards, exposing several sharp and pointy teeth, and then bites down on the fingerless, blob-like appendage with a loud _chomp!_

"AAAAAAAGGGGGHHHHHH!" shouts Blossom, screaming in pain as Mac bites into her arm.

Blossom then grits her teeth and squeezes her eyes tightly, searching for any sort of relief for the intense pain which has just shot right up her arm, but to no avail. She then slowly flutters her eyes as her mouth hangs open in a slight gape. A small droplet of blue-ish saliva then begins flowing down her cheek. Mac then finally pulls his face away from the slab of flesh he had bitten into and simply grins. He had done something that no one else had done; he had poisoned a Powerpuff Girl!

* * *

Buttercup can only watch on as her former friend bites into her auburn sister's right arm. Her heartrate accelerates once Blossom stops struggling and her body goes limp. She then narrows her emerald orbs and grits her pearly white teeth, with her ears beginning to fume. Mac then turns to face her, still holding Blossom by her arm. Blood trickles down from his mouth, the red substance having already stained his fangs.

"Mmmmm! _Tasty_!" growls Mac, who then raises his left arm to his exposed mouth and brushes his clawed hand against his face, wiping away any excess blood leaking from his jaws.

Mac then lifts all 4 fingers on his right hand, releasing his grip on Blossom's arm. Blossom's limp body then begins to descend back to Earth as gravity takes hold of her body. Blossom finally hits the uprooted floor with a sudden thud, her body falling limp as it does. Buttercup then manages to get to her knees and slowly begins to crawl over to Blossom. Every movement of the joints in her body ache as she inches closer and closer to her sister. Mac simply looks on, grinning at the sight, preferring to witness how helpless the Powerpuff Girls can be when one of their own is hurt. As Buttercup finally reaches her sister, she gently places her left hand under her head, lifting it. Buttercup's eyes widen in shock once she gets a better look at her sister. Her skin seemed to be paling into a shade of green, with her normally purple eyelids, which were currently covering her eyes, had turned to a slightly pink-ish shade. Buttercup then places her right hand on top of Blossom's forehead. It was right now burning to the touch as the fever begins to take hold of Blossom's Chemical X-powered body. Whatever Mac had somehow injected into her body, it apparently had the potency to make a Powerpuff deathly sick. Buttercup then looks up at her old friend, whose massive, bloody smile sent chills down her spine.

"Mac... what have you _done_?!" asks Buttercup, now scared out of her mind.

"Mac? Mac Gargan is dead, Buttercup. From now on, there is only..." says Mac, pausing mid-sentence.

Buttercup's eyes widen, almost in anticipation, as she waits for Mac to finish his sentence. However, doing so, she does not notice his tail slowly begin to loom over his head once again.

"...the SCORPION!" shouts Mac, whose tail then shoots down towards Buttercup, it's sharp tip glistening in the dimming light.

Buttercup then shuts her eyes, preparing for the impalement that she knew deep down she would heal from. However, just as the blade gets within a few inches from her face, a loud _thwipp_ noise is heard in the air. Buttercup then opens her eyes, only to see two long, silvery ropes attached to Mac's tail, holding it back from killing her.

"WHAT?! WHAT IS THIS?!" shouts Mac, hissing as he does so.

As Mac begins flipping out and pulling at the ropes with his thrashing tail, Buttercup gets a closer look at the ropes thanks to her x-ray vision. She soon widens her eyes once she realizes that they aren't ropes. They are _webs_.

As Mac continues to thrash and kick about, eventually managing to get free of the webs, he is met with the sudden impact of something hitting the back of his head.

"AAAGH!" shouts Mac as he is sent lurching forward, squeezing his eyes shut in the process.

Buttercup then looks up in front of her, only to see a familiar figure with red, blue, and black lines all over the red parts, and a tick-like spider on his mostly blue back. The ravenette then gasps when she realizes the identity of the man who had just saved her; unknown to her, Peter Parker. But known to her and the rest of the world, the Sensational Spider-Man.

"Sorry, pal! But it seems that you didn't do very well on your history exam! I'm afraid that you're gonna have to go back and try again!" teases Peter, trying to get this new villain off balance.

Buttercup looks on at Peter, not knowing what to do or say to the one who had just saved her life.

"You! What are you doing here?!" asks Buttercup.

"A 7-foot nutjob dressed like a scorpion's attacking students at a high school, and you're wondering why I'm here?" answers Peter sarcastically, looking back at the green-eyed Powerpuff.

As Mac lays on the ground, his arms providing cushion for the impact, he slowly turns his head to the left, glaring at his attacker, his sharp teeth grit angrily.

"This is none of your business, Spider-Man, so _butt out_!" hisses Mac, who quickly grabs the attention of the two teenage heroes as they whip their heads into his direction.

Mac then, slowly and silently, moves his tail into a more upright position, aiming the hole at the tip at the two teens. The tip then begins to hum ominously and glow with a green-ish light surrounding it's base, encasing it in a spiral. The light dissipates for a moment, before, seconds later, unleashing a quick, green laser. Peter's eyes widen at the sight of the bolt of energy careening towards himself and his friend. Peter then pushes his feet into the floor, causing him to perform a somersault. The teenager then makes contact with the wall to his right, clinging to it's surface.

Buttercup swiftly grabs hold of her auburn sister's underarms and dashes to the side in a flash of emerald, narrowly avoiding Mac's laser. The laser then tears right down the hallway, eventually coming into contact with the end of it. The laser soon dissipates into the atmosphere, leaving a large crater, about 10 feet wide, and 7 feet deep, in the place of it's impact. Peter and Buttercup then turn their heads into the direction of the crater, widening their eyes at the sight of the damage left by the green plasma beam.

"Whoa..." mutters Peter in shock.

"That crater, though..." mutters Buttercup.

Mac simply grins, revealing his razor canines from underneath his lips, even exposing some of his gums, giving him a snarl across his face. His eyes narrow beneath his orange-colored goggles. His tail begins to loom upwards behind Mac, still aiming the tip at his triple opposition. Peter and Buttercup then whip their heads to face their former classmate-turned-opponent, whose face now conveyed rage and insanity.

"Lesson to be learned here. Whatever you do... wherever you go... never step on a SCORPION!" says Mac, his voice borderlining a yell.

The laser at the tip of Mac's tail then begins to hum and glow brightly, indicating another laser from it. A large laser then erupts from the tip, careening towards Buttercup and Peter. Without thinking, the ravenette swiftly turns to her fellow crime-fighter and jolts out both her arms, pushing her sister into Peter's chest.

"Here! Take her!" shouts Buttercup.

"Uh- okay?!" says Peter, wrapping his arms around his girlfriend, holding her bridal style.

With Blossom, at least for the moment, out of harms way, Buttercup re-directs her attention towards Mac's laser. With the beam of light just seconds from impact, Buttercup instantly shuts her eyes, which, in turn, unleash her famous, red eye beams, a primary weapon of hers and her sisters'. The two beams of green and red then collide instantly with each other, creating a beam lock. The two forces of energy stay connected with each other for a few more moments, lighting up then entire hallway in a glow of both bright, emerald green and bold, crimson red. With Peter, the red and blue vigilante can only look on with wide eyes as the beam lock entraps him with awe.

"You can't hold out forever, you Powderpuff pile of dog droppings!" shouts Mac, trying to get a rise out of Buttercup in hopes to cancel out her blast.

Buttercup, on the other hand, was about to lose it at that moment. She had already had it up to high heaven with the Scorpion, but something about those words had just made her... snap. Suddenly, Buttercup narrows down her eyes, and the red lasers slowly, but surely begin to grow in size, beginning to push back the bright green ray of energy ejecting from Mac's tail. Mac's face then switches from a look of pure rage to terror, his eyes widening at the sight of Buttercup's blast beginning to overwhelm his own. The two blasts then finally take their polls as Buttercup's seemingly devours Mac's.

" _Whoa! And here I thought that Shocker's blasts were the most powerful on Earth... !_ " thinks Peter to himself.

When the flash of red finally reaches the tip of the tail, a sharp _boom_ is heard, along with a momentary flash of light. Peter squints his eyes tightly as to shield them from the bright light, with Buttercup following suit. As the light subsides, the two open their eyes again, only to see that Gargan had disappeared. Simply gone. _Vanished_.

"Where's Scorpion?" asks Peter, frantically turning his head from side to side.

"I... don't know." says Buttercup, slowly turning her emerald orbs in caution.

However, before either teen could contemplate the situation any further, a loud _wham_ is heard in the distance. As Peter and Buttercup whip their heads into the direction of the sound of impact, they only hear a faint scream coming from the other, which becomes louder as a huge hulking figure appears out of the darkened other end of the hallway, it's light no doubt having been broken in the fight. The figure comes flying towards the two, eventually colliding with the flooring with a sound _crakk_ noise emitting from the impact. Only a mere few feet away from the two teens, Peter and Buttercup gawk at the sight of the Scorpion laid out in front of them.

"Ugnn..." mumbles Mac, groaning in pain.

"Holy..." mutters Buttercup.

"But... where the heck did he... ?!" stutters Peter, now squinting his left eye.

But before Peter's question could be answered, the latter and his ravenette companion slowly catch out of the corner of their eyes as another figure begins walking out of the darkness. Her twin pigtails swaying side to side as the faint sound of her panting becomes louder and louder the closer she gets. She then steps into the scene of the only lit hallway in the school at the moment. Her face conveyed only one emotion; _rage_. Her baby blue eyes narrow and her teeth grit into a rabid growl. Her arms and legs had become outstretched once she entered the scene.

"B-Bubbles... ?! Wh-what did you-" asks Buttercup before being cut off.

"I saw what that monster did to our sister! I watched it with my own eyes!" shouts Bubbles, having witnessed her sister's poisoning at the hands of Gargan thanks to her X-Ray vision.

In a flash of blue light, Bubbles charges for her old friend-turned enemy, screaming mad.

" _Goodbye Bubbles, hello Bubblevicious._ " thinks Buttercup to herself.

"SCORPION!" yells Bubbles.

However, before Bubbles could send her famous flurry of Bubblevicious blows to Gargan, she is met by the impact of something hard against her cheek. She is then sent flying tens of feet back towards the end of the hallway.

"AHHHGGGGHH!" yells Bubbles as she is sent through the air by Mac's tail.

She soon makes impact with the ground with a loud crunch _noise_ to be heard in the background. As Mac stumbles to his feet, he gazes upon his two remaining enemies. Fully knowing now that he could take Buttercup in a fistfight if he wanted to, Mac simply grins like a cackling hyena, his acidic saliva beginning to drip from his mouth once more and melt the mangled aluminum and concrete beneath his feet. He then begins to walk towards them, hunching forward like a gorilla while doing so. The teenage villain's breathing soon begins to get heavier as he walks towards them, all while still wearing that devilish grin. Peter and Buttercup then begin to sweat profusely as the Scorpion approaches them.

"I was gonna say 'great! Now it's just him and us!'" says Peter, adding a lot of confidence into his quote.

"And... ?" says Buttercup, switching her eyes over to Peter, and cocking her brow in confusion.

"Now I'm gonna say 'great... now it's just him and us... !'" says Peter, adding a lot of worry into the sound of his quote.

* * *

Bubbles begins to stir as her eyelids open to the sight of the half-lit school hallway. She slowly, but surely, begins to sit up, holding her head in her fingerless left hand the entire time.

" _Ohhh! What hit me? A 10-ton truck?_ " thinks Bubbles to herself, recalling the force of the impact given off by her collision with Mac's tail.

She then turns her head upwards, looking towards the lit-up end of the hallway, where the sounds of struggling could be heard from anywhere in the vicinity. Bubbles then begins to get to her feet, never once taking her ears away from the sounds of battle. As the blonde Powerpuff edges closer and closer to the scene of the battle, she slowly peeks her head around the corner, only to see Buttercup locked in battle with the 6.5 foot tall Scorpion. Out of the corner of her eye, she barely sees Spider-Man standing by, holding her auburn-haired sister princess-like, as he simply gawks at Buttercup going toe to toe with Gargan.

"Give it up, Gargan! You can't win!" shouts Buttercup just as she swings her left arm towards Mac's face.

"You're gonna eat those words!" says Mac.

With seemingly lightning-like reflexes, Mac catches Buttercup's slug with his free right hand, leaving the three teenage heroes shocked and wide-eyed.

"Whoa..." mutters Bubbles from behind the wall.

"No way..." whispers Peter.

Mac then simply grins, a psychotic smile spreading across his face as he shows off his sharp, fanged canines. Mac then slowly bucks his arm downwards, yanking Buttercup with him as he does so, before whipping it downwards to his right, sending the ravenette pummeling into the cround with a sharp _crak_ noise.

"ARGH!" yelps Buttercup as she makes contact with the floor, cracking it into several pieces.

Mac then turns his head, and attention, back towards Peter, still holding his very-ill girlfriend in his arms. Peter continues to stand his ground, even with a psychotic Scorpion looking down at him. Mac simply grins, allowing more of his acid-like saliva to drip from his mouth via his canines onto the aluminum flooring, melting it with a slight sizzle. As the new super menace continues to approach the new super hero, the latter backs up a few inches, not willing to let his girlfriend suffer any more harm.

Buttercup then begins to stir amidst the rubble, fluttering her purple eyelids as light begins to flood her irises. Up top, she sees her newfound adversary, the one who had poisoned her sister, standing over her former enemy-turned-ally. Lowering her eyes towards Mac's legs, she takes note of how focused the primal teen is on the costume-clad hero, like an actual scorpion to an actual spider, that he doesn't even take protecting his own backside into consideration. Getting an idea, she closes her eyes once more, her face still trained on Gargan's backside. They then begin to glow with a most ominous red color, almost an omega-red color. Then from her closed eyes, a familiar flash of red light erupts from the seams in her eyelids, striking Mac in the back, specifically the base of his tail which attached the appendage to the armor itself.

"AAAAHHHHHGGGGGHHH!" yells Mac in agony, squeezing his eyelids tightly.

The light stops almost as quickly as it had started, leaving a light steam coming from the Scorpion's back, which soon dissipates into the air. The villain had been knocked forward a few inches, and was now hunching forward a tad more. Buttercup then slowly, but surely, begins to get to her feet as she stands upright, clutching her chest with her fingerless arm and looking at Mac dead square with her half-closed, half-narrowed eyes. Her slightly messy hair now indicated massive damage inflicted on her body. It was also an indicator the she had begun to get exhausted, and that she would probably collapse at any moment.

Mac slowly turns his body to the left and simply scowls, still showing his sharp canines. His eyes are now practically bulging out of their sockets. His breathing had increased greatly, pretty much to the point of panting like a dog. His claws begin to twitch, each of his four talons moving erratically, almost involuntarily. His left eye begins to twitch as well, the pupil now replaced with a cat-like slit. Seeing this boy, this innocent and kind boy, like this had almost reminded Buttercup of another old adversary of hers'; Butch Jojo of the Rowdyruff Boys, her counterpart. His constant twitching almost resembled the way Butch had used to twitch before each battle she and her sisters would have with their male counterparts.

"Mac. I really, _really_ don't want to fight you. Please, just stand down." says Buttercup, albeit weakly.

"'Give up'? I don't _do_ this 'give up' you speak of, sister. I'm a non-stop engine of destruction!" hisses Mac.

Mac's tail then slowly begins to rise up behind his massive form. The sharp tip begins to glow a familiar, eerie green color. Buttercup begins to shake slightly as she also lowers her head, awaiting her impending fate. However, even as Mac continues to grin, he is soon delivered a swift blow to the back of his head, senidng him tumbling forward with the glow on his tail sharply darkening, hitting the cracked and broken floor with a _crackk!_ Mac then turns his head slightly behind him, directing his attention to the source of the kick to his back. A familiar voice soon picks up from behind him tauntingly.

"Hey, Scorpion! If you're gonna pick on someone, why not pick on a fellow arachnid-man?!" taunts Peter, now without Blossom in his arms.

* * *

 _MOMENTS PRIOR..._

 _As Peter stares in horror as Buttercup stumbles to her feet, prepared to make a last stand, he begins to sweat profusely, unsure as to what to do. After tangoing with Shocker, Vulture, and Mojo Jojo, the timid teenager-turned-super hero thought he had what it takes to stop any villain, no matter the evil. But the challenge that his friend Mac Gargan, the Scorpion, had presented to both himself and the Powerpuff Girls had astounded him. As Peter watches on, waiting for Buttercup to meet her final end at the hands of Mac, he soon feels a light tapping on his left shoulder. He turns his head in the direction of the tapping's origin, only to come face to face with a very tired, yet determined, looking Bubbles.  
_

 _"Bubbles! Are you okay?!" asks Peter frantically._

 _"I... I'm fine. What about you, Spidey?" asks Bubbles, concerned for the safety of her fellow hero._

 _"Well, I'm not dead. Does that qualify as fine?" asks Peter sarcastically._

 _However, as soon as Peter finishes his sentence, a familiar tingling sensation begins to make itself known at the base of the teenager's skull._

 _"_ Spider-Sense! _" thinks Peter to himself._

 _"Spidey! Look!" gasps Bubbles, pointing her fingerless hand behind the red and blue super hero._

 _Peter then whips his head behind him, only to notice Mac charging another laser from the tip of his tail, preparing to fire it at an exhausted-looking Buttercup. Without thinking, Peter turns his attention back towards his bubbly friend and holds Blossom out to her._

 _"Here! Take her!" orders Peter._

 _Bubbles quickly takes Blossom into her arms, holding her right hand under the base of her skull._

 _"Wha... what are you gonna do?!" asks Bubbles._

 _"I'm gonna make sure that Buttercup doesn't get_ disintegrated _by the Scorpion." says Peter, who then turns his attention back to his former friend._

 _Peter then kicks his right foot onto the ground and leaps off in order to fight the Scorpion._

* * *

Peter throws his left fist forward, clocking Mac in the jaw. Mac's head is sent careening backwards, but he soon brings it back down. As he does, Peter notices something on Gargan's face, mainly near his chin. A dark red liquid begins to leak down Mac's face from his lower lip. It is soon realized by both titans that this liquid isn't acid. It is _blood_. Mac slowly brings his right hand up to his mouth to wipe off the blood, not stopping his scowl the entire time. He rubs his talon against his chin, wiping away some of the substance from his face. He then averts his gaze back to Peter, his eyes wide with insanity. His breathing then begins to increase as the tailed teen hyperventilates his frustration.

"You really, _really_ shouldn't have done that!" growls Mac lowly.

"Uh, oh." squeaks out Peter.

Mac then turns his entire body backwards from the right, whipping his tail in the direction of Peter. The teenager swiftly dodges the offense with a somersault, leaping directly out of harms way. Peter then clings himself to the wall to his left, with Mac on the ground looking directly at him, his tail looming directly over his head.

"Y'know, if you paint that armor pink, you'd look a _lot_ more terrifying." teases Peter.

"Aw, do you ever _shaddup_?!" shouts Mac.

Mac raises his right arm, stretching his fingers, before he swings it forwards, aiming at Peter. Peter then pushes his hands and feet into the wall, leaping off the surface. Mac's talons then impale themselves into the wall with a loud _chunk_ noise, mainly in the spot where Spider-Man had formerly been. He then yanks his arm, and his claws, out of the wall, before turning to face his spandex-clad adversary. Mac then simply growls.

"You're dead meat, little man!" hisses Mac, who then lunges at Peter with full force.

* * *

Buttercup's heart races upon seeing Spider-Man do the last thing she had wanted to see him do; _save her life_. But before she could ponder either her slandering or apology, a small voice perks up from behind her.

"Buttercup! Come here!" says Bubbles.

Buttercup then, shakingly, turns her head back towards her baby sister, noticing her older sibling in the blonde girl's arms. The ravenette then begins to make her way over to Bubbles, only walking quickly.

"Bubbles! How'd you get Blossom?" asks Buttercup, trying to keep her voice down.

"Spider-Man told me he was gonna try and help you, so he gave Blossom to me and went to fight Mac." explains Bubbles.

Buttercup then directs her gaze from her sister back to the two brawling arachnid-titans. Without thinking, she reaches out and grabs Blossom, still being held bridal style in her baby sister's arms, and pulls her away.

"Buttercup! What are you doing?!" asks Bubbles frantically.

"I'm gonna get us out of here! Just follow me!" says Buttercup, who now has Blossom's arm over her shoulder.

Buttercup then turns tail and begins to walk away into the barely illuminated hallway, holding carrying her sister like a solder to his injured comrade on the battlefield. Bubbles whips her head backwards and forwards continuously, averting her attention from joining her sisters or remaining to help Spider-Man. Bubbles begins to walk towards her slow-moving sister, positioning her arms as if she were surrounded by pure darkness.

"B-Buttercup? Shouldn't we be helping Spider-Man?" asks Bubbles, her voice no higher than a mouse.

"Knock yourself out!" growls Buttercup, now looking at her baby sister with daggers in her glare.

Buttercup then turns back and continues to walk away from the fight, attempting to get her sister away from the battle. Bubbles hesitates, unsure as to what to do. On the one hand, Blossom needed medical attention immediately. But on the other hand, Spider-Man had just saved Buttercup's life from the Scorpion. Bubbles closes her eyes and then re-opens them after a few seconds. She soon begins to turn tail as well, following Buttercup down the darkened hallway.

* * *

Meanwhile, Peter and Mac continue to brawl it out in the hallway, with the former attempting to keep the battle locked only in the hallway as to not hurt innocent people. As Peter throws his next blow, connecting it right into Mac's stomach. Mac doubles over slightly, clutching his stomach with both of his claws, and squeezing his eyes shut. However, the blow's effect doesn't last long as Mac soon resumes his "normal" hunched over posture. With Peter himself on the verge of exhaustion, the teenager backs up, sweat beginning to practically stick his costume to his skin.

"Y'know something, pal? If you need to be taught a lesson in anything, it's how to maintain a good posture! Can somebody say 'Quasimodo'?" cracks Peter.

"Joke all you want! You're just whistling in the dark! It's the end for you now!" says Mac.

"Oh, really? If that's the case, convince me!" challenges Peter.

"That's my plan!" growls Mac, a massive grin now cutting across his face.

The tip of Mac's tail once again begins to glow an eerie green color as it begins to charge up it's laser. Peter gets into a more defensive position, fully preparing himself to dodge out of the way of the beam of energy. Within seconds, the glow comes to an end as the tip unleashes a powerful stream of light and energy from it's source, making a bee-line for the timid teenager. The beam soon makes impact with a loud _boom_ noise which echoes across the entire school. As the stream dies down, Mac's tail continues to sway from side to side like a snake. However, what he sees is not what he had expected.

In the place of Spider-Man lay a mere crater, only around 3 feet in diameter. Mac then begins to frantically turn his head back and fourth, attempting to find his costumed rival. He soon begins to take backwards steps, taking caution in case the spandex super hero should try and take him by surprise. Sweat begins to drip from Mac's face as he continues to get hotter and hotter inside of his armor. Mac's eyes also begin to shift side to side as his tail begins to shake faster and faster.

"Where'd he go?!" asks Mac out loud to himself.

All of a sudden, a voice perks up from behind the costumed villain.

"Right behind you!" says Peter.

Mac then turns to face his rival, his teeth locked in a grit.

"Maybe _this_ will help you to find me next time, Scorpey!" teases Peter.

Peter then raises his arms in front of himself and presses his middle fingers into the palms of each of his hands. Then, with a loud _thwipp_ , twin streams of long, thick webbing fly from his wrists and, within seconds, make contact with Mac's body. Momentarily, Gargan is soon wrapped up in a large, sticky bundling of Peter's organic webbing, thrashing and pulling at the sticky substance.

"If anyone calls, I'll just tell them that you're all tied up!" teases Peter.

"Bah! My claws were designed to _cut_ spider webs!" brags Mac.

Mac then raises his hands into the air, still tangled in the webbing, and swiftly pushes them forwards, slicing through the sticky string with a loud _snap_ noise. Peter then stands there, wide-eyed in shock and surprise that anyone could cut through his webbing.

"Well, wallopin' web-snappers! He did it! He's free!" mutters Peter lowly.

Mac, now free of the webbing, then begins to walk towards the hero, a large, evil grin spread across his face.

"It's all over for you, Spider-Man!" declares Mac, now pointing his left index finger at Peter.

" _Uh, oh!_ " thinks Peter to himself.

Mac then turns his body left, until he is facing all the way around, his tail facing the young hero. Mac then mentally commands the tail, and sends the appendage whipping towards Peter. Peter, with only seconds to spare, bends his entire body backwards, narrowly avoiding the tail, or more importantly, it's sharpened tip. Gaining an idea, Peter then wraps both of his arms around the tail, mainly near the tip of it, in order to try and prevent it from thrashing around any more. However, just as Peter finally begins to gain a foothold on Mac's tail, he is soon met by the gaze of the savage teen's slit eyes.

"Hold it, Scorpey! You don't realize what you're doing!" says Peter, now struggling to hold onto Mac's tail.

"Oh, yeah?! I'm doing _this_!" hisses Mac.

Within seconds of that statement ending, Peter is lifted off of his feet as he is seemingly launched into the air, still clinging his body onto the tail. Peter soon finds himself slamming into the wall next to him, a loud _thud_ resonating with the impact.

"Don't-" starts Peter before he is interrupted.

Mac then whips his tail, and Peter, upwards, towards the ceiling, with the sounds of impact being resonated as a loud _thump!_

"-make me-" continues Peter.

The irrational teen then throws his tail downwards, causing Peter to collide with the uprooted aluminum and earth patches, ending the collision in a resonating _smash!_

"-have to-" continues Peter, now straining himself to hang on to the mechanical appendage.

Mac then whips his tail to the right, causing Peter to collide inwards with the wall, a crakk resonating down the hall.

"-HURT YOU!" finishes Peter, now about to faint.

Mac then grins, knowing that he would win this fight. He then launches his body, and tail, the other way. Peter, now too weak to hang on, is forced to let go of the deadly appendage, sending the teenager flying down the hallway, limbs spread.

"WhoaaaaAAA!" yells Peter as he is sent careening down the hallway.

He then turns his head forwards, only to notice the girls directly in his way. Bubbles then turns her head back and gawks, her blue-orbs widened.

"LOOK OUT!" shouts Peter, trying to warn his friends.

 **I'm alive! And here it is! The chapter you've probably been waiting for... The Coming of the Scorpion! OR: Spidey and the Powerpuffs Battle Scorpey! Next chapter will be the conclusion of this "Scorpion Saga" that has taken up so much of my time. After that, we introduce a villain I have teased since the beginning, and I'll leave y'all in the dark as so you can figure out who it is... !**

 **Well, until pigs start to fly (or at least until I, the lovable creator, writer, and editor get around to continuing this story.), see ya! (And as always, be sure to leave a review!)**


	18. Chapter 18: Where is Thy Sting

Professor Utonium had been waiting for almost half an hour outside the front entrance of the school, standing outside of his car, for Buttercup to come outside of the school, a scowl imprinted across his face. Getting that phone call from the principal hadn't been very pleasant, especially considering his progress on the regenerative formula which has been _years_ in the making, only made much, _much_ worse by the news the woman had to deliver. Buttercup getting into a fight with another student and landing herself a 1-week suspension was the _last_ thing he wanted to hear the principal say. However, the longer the Professor waits, the more impatient he gets, considering more and more to simply go into the school and grab Buttercup himself, and the more impatient he gets, the faster he taps his finger on the hood of the car.

"Where is she?" grumbles the Professor, his impatience growing.

How she'd get an earful when they get home. It hadn't been like this was _totally_ unexpected. Buttercup had been a rather... _aggressive_ child all her life, and her teenage years had done nothing to improve this. Crimefighting often gets it out of her system, but the fact still remains that out of all three Powerpuff Girls, Buttercup still stands as the most violent one. However, even at that, she had never, _ever_ started a fight in her life, least of all at school. Maybe at home, but that's often for siblings in general. They fight. Buttercup and Bubbles fight all the time. Doesn't mean that they don't love each other. But this... this is different. Blossom had mentioned something the other day about one of her classmates, Mac Gargan, getting into a fight with Mitch Mitchelson and it concerned Buttercup, but other than that, not a single, viable reason for Buttercup to physically lay her hands on someone.

However, before the Professor can ponder any more of the situation concerning his daughter, a _smshh_ resonates through the air, coming from within the school. The Professor then cocks his head slightly, wondering about the origin of the noise. He then begins to walk towards the school's front doors. He soon takes notice to the darkened hallway, which strikes the Professor as unusual. However, before the Professor can contemplate the situation any further, a red and blue shape begins to take form, careening towards the older man. As he looks in to the window, he notices a little dot on the blue part of the person's... back. However, it does not take long for the Professor to realize that the shape isn't a dot. It's a _spider_.

The aged scientist then backs up slightly as the spider gets closer, and _closer_ , and _closer_. But before long, he merely leaps to the left as a loud _crash_ rings through the air. An all too familiar red, blue, and webbed all over individual with wide, white eyes careens through the shattered glass door with a _smshh_ filling the air. He then collides with the Utonium's station wagon, crashing through the left side of it with a _smshh_ noise to resonate through the air.

"Uggh... c-can I get the number of that 10-ton truck?" moans Peter, jokingly, in pain.

The Professor then widens his eyes at the sight of the Amazing Spider-Man, the one who saved him a month and a half ago from a revenge-driven Adrian Toomes, having been seemingly _thrown_ into his car.

"S-Spider-Man?!" shouts the Professor in confusion.

Peter slowly turns his head into the direction of the closest thing he has to a father figure.

"Oh, h-hey. F-fancy meeting you here." says Peter, stuttering over his words because of the pain going through his body.

Peter then begins to move amid the wreckage of his girlfriend's father's car. After a few moments of struggling, Peter finally manages to free himself of the twisted heap of metal and glass. On all fours, Peter begins to cough sporadically, trying to ease himself of the pain. The Professor soon gets to his feet and begins to make his way over to the colorful, masked super-hero. The Professor then lifts Peter's right arm over his left shoulder and begins to lift up the teenager, trying to aid him to a safe spot.

"Are you alright?" asks the Professor.

"If you count all the joints in my body feeling like they've been put through the ringer and back along with a splitting headache as 'alright'..." says Peter, painfully but jokingly.

"What... what happened?!" asks the Professor, frantic as he tries to get the vigilante out of harm's way.

"T-the school... was attacked... !" spits Peter, wincing in pain from being battered through a hallway.

"By who?" asks the Professor.

But before Peter could answer the Professor's question, a scream is heard behind the two. No. A _hiss_. Peter and the Professor then whip their heads behind them, only to come face to face with a familiar, green-armored individual. His armor glistens in the sun as he leaps out of the building, mouth agape, and arms reaching out.

"SPIDER-MAN!" screams Mac as he leaps through the destroyed front entrance to the high school.

Without thinking, Peter instantly pushes his left hand into the Professor's chest, sending the old man stumbling backwards.

"Get down!" shouts Peter as he pushes the Professor out of harm's way.

However, the spandex-clad teen is unable to get himself out of Mac's way as the latter soon grips his wrists with his clawed hands, sending the teen tumbling backwards and onto the ground with a _thud!_ Peter then lifts his head up, only to come face to face with a pair of bulging, slit eyes staring down into his own behind orange goggles fixated to a green helmet.

"I'll... END you!" roars Mac into Peter's face.

"The only thing that's gonna end anything is that breath to your teeth." jokes Peter, trying to tease his fellow arachnid-man.

Peter then swiftly lifts up both of his legs, sending them into Mac's stomach, causing the teenager to go flying above Peter's head.

"Argh!" yelps Mac in pain as the impact of Peter's legs striking his stomach send him flying.

Mac then slams into the wreckage of the Utoniums' station wagon with a _crak_ , slowly slumping to the ground as he does so. Mac then lifts his head up, a snarl spreading across his face, as he slowly begins to get to his feet for another round with the red and blue super-hero. Peter, who is already on his feet, stands in a defensive position, preparing for anything. From Mac's jaw, saliva begins to drip from his teeth, causing the concrete below to sizzle once it reaches the surface.

Peter then pushes his feet into the ground below him, sending him into a backwards somersault over the destroyed station wagon. He then lands on both of his feet, taking up another defensive position and preparing for Mac to make another move at the hero. He is then met by the sight of bright green suddenly coming into view as it glistens in the afternoon sunlight. Mac's arms are spread forward, the teen himself looking down at Peter with a blind fury in his eyes. Mac then descends back towards the ground as he lands a few feet in front of Peter, a _thunk_ resonating through the air. Mac simply grins, allowing more of his acidic saliva to be pulled by gravity towards the ground, liquidifying the concrete below it.

"Not so fun when _you're_ on the defensive, is it, Spider- _Boy_?" says Mac.

" _Moi_? _Defensive_? I'd never!" jokes Peter.

Mac then begins to move forward, slowly. His ominous movements make him a more threatening-looking opponent. His green armor continues to shine brightly in the afternoon sunlight. Mac's tail continues to swish and sway side to side over his head. Then, just as the amount couldn't get any higher, the amount of saliva dripping from Mac's canines seemingly triples, with now a constant waterfall of acid dripping onto the cement, sizzling more and more of it as it does.

"What's the matter, web-creep? Too scared to crack a last joke?" asks Mac sarcastically.

Peter stiffens his body, frozen in fear at the sight of the giant scorpion-man about to seemingly murder him. He then clenches his hands into fists as he prepares for the barrage of attacks coming to him. Mac then stops abruptly as his tail also slows itself to a halt, hovering just above the teen's head. Mac simply grins, causing Peter's sweat to increase in drips. He then relaxes his hands, but still retains his defensive position.

"Uh... is it too late for us to be friends?" asks Peter nervously.

Mac simply growls. The tip of his tail then begins to glow it's familiar, ominous green color, hinting at the imminent firing of it's powerful laser beam. Peter then crouches slightly, waiting for that familiar tingle at the base of his skull. Seconds later, the laser pulsates forward and fires itself out towards Peter, it's green glow lighting up the street. That tingling begins buzzing at the base of Peter's skull, telling him to move out of the way. Peter then pushes his feet into the ground below him, launching himself into the air in a single bound, narrowly dodging Mac's laser.

"C'mon, Scorpion! You're gonna need to do better than that if you want a little something like world-domination!" cracks Peter, still performing his leaps and bounds.

"Will you be quiet?!" shouts Mac in anguish.

"Vulture already asked that. Answer's the same; _Nah_." says Peter, teasing his opponent.

"AAARRGH! Well, I'll _make_ you shut up, then!" shouts Mac.

He then launches his tail forwards, leaning forward his body slightly, as he prepares to impale Peter with the edged tip of the appendage. Allowing his Spider-Sense to guide him, Peter shuts his eyes and waits for the familiar tingle at the base of his skull. Moments later, just when the blade is a few feet away from Peter's face, the tingling goes off. Peter then presses his feet into the ground and launches himself into the air, performing a backwards somersault and narrowly avoiding the impalement, just as the tip of Mac's tail penetrates the concrete with a _chunk!_

"Why won't you die?!" yells Mac, eyes slits once again.

Peter lands on the lamppost behind him, crouching as he sits just above the light. He averts his gaze over to Mac, who continues to struggle in getting his tail unstuck. Peter simply smirks beneath his mask.

"Well, I do have a doctor's appointment later on this week, so..." says Peter, teasing Mac's previous statement.

Just then, Mac, boiling with rage, wrenches his body, and tail, upwards, freeing the flowing appendage from the ground. A loud _crnch_ resonates through the air as the tail is freed. After panting for a few moments, Mac slowly turns his attention to his red and blue arch-nemesis, still crouching on the lamppost, a fiery rage burning in his eyes.

"You know, green really isn't your color." says Peter.

Mac simply growls before quickly turning his body into a complete 45 degree angle to the right, sending his tail whipping towards Peter.

"If you wanted to be more original in the color scheme of your armor, you should've gone with purple or-" says Peter, continuing from his last statement, before being interrupted.

The tail strikes the lower portion of the lamppost, swatting it with a _swakk_ noise which resonates. The post quickly collapses, careening down to the left side. Peter quickly pushes against the lamppost and leaps off, arms outstretched. Mac then bars his teeth, revealing his gums like a wild animal. His tail then comes shooting out from above him, eventually wrapping the tip of the tail around Peter's ankle.

"Ooof!" yelps Peter in surprise.

All of a sudden, gravity takes it's toll on the colorful costumed teen as he is then sent slamming down into the ground, the collision sending out a large _smshh_ noise.

"Agh!" yelps Peter, wincing in pain.

Mac then brings his tail back up, lifting a semi-conscious Spider-Man upside down, arms hanging downwards.

"Y-ya done yet... ?" asks Peter in pain.

Mac simply grins, again showing his sharpened teeth.

"Not quite..." grumbles Mac.

The tail then whips to the left, and begins to descend back down towards the Earth once more, causing Peter to collide with the untouched pavement once again, causing a loud _crshh_ to fill the air. This time, Peter makes no noise as he collides with the ground. The tail then lifts Peter's now fully unconscious form up to face Mac, the unconscious body reflecting in his orange goggles. Peter's eyes are squinted shut. All of a sudden, the tail loosens it's hold on Peter's ankle, causing the red and blue teen to plop onto the ground with a _thump!_

Mac continues to grin as his massive form leans over Peter's unconscious body. He then reaches downward with both arms and grabs Peter by the backside and begins to lift the boy up, eventually raising Peter's body over his head. With a lurch, Mac then tosses Peter forwards, sending the teenager flying across the road until he slams into a lamppost with a resonating _crunch!_

The lamppost leans over to the left, with the main light having been destroyed by Peter's impact. Smiling with excitement, Mac begins to make his way over to the bruised super-hero's body.

Amid the chaos, Professor Utonium continues to look on with horror as the Scorpion ruthlessly pummels Spider-Man into the ground, his eyes widened.

" _Oh my... ! What can I do to help?_ " thinks the Professor to himself.

All of a sudden, a voice perks up from behind him.

"Professor!" squeals Bubbles.

The Professor then turns to face his three daughters, one being held in the arms of a certain green one with her eyes shut.

"Girls!" shouts the Professor, albeit quietly.

The Professor then wraps his arms around the girls, engulfing both of his daughters in a tight hug, which they return. However, when the embrace ends, the old man looks down, only to see his "eldest" daughter in the arms of Buttercup and looking very sick, what with her skin being a very pale shade of green and sweating profusely from her forehead. The Professor's eyes widen in horror at the sight of Blossom being very sick.

"Blossom! What happened?!" asks the Professor in a worried tone.

"The Scorpion bit her arm and injected some kind of poison into her. We think it might have something to do with all the acid he keeps on drooling out of his mouth." explains Buttercup, who then lifts up her unconscious sister's arm up to show her father figure the wound for proof.

The Professor then squints his eyes upon seeing the wound. It was swollen on the spot, with two small puncture marks left over from where Mac had bitten Blossom. His face then reverts to a look of worry, worry for his daughter.

"Oh, Blossom..." says the Professor, sadly.

Just then, however, the sound of metal being struck catch the trio's attention. The Professor, Bubbles, and Buttercup then turn their heads to the sound's origin, only to see the Scorpion standing over the half-conscious body of one Friendly Neighborhood Spider-Man.

Mac looks down at the red and blue form before him, grinning like an evil madman. His tail continues to express it's prehensile nature as it sways back and fourth over Mac's head. Mac then begins to cackle like a hyena, while raising his clawed hands into the air, pumping his fists in victory.

"HAHAHAHAHA! HAHAHAHAHAHA! How do you like that?! I defeated Spider-Man! Taken out by the one, the only... SCORPION!" shouts Mac in triumph.

The Professor and the girls look on in horror as Spider-Man lay defeated at the feet of the savage Scorpion, who grins psychotically.

" _Quit stalling, Gargan and take his mask off!_ " orders Mojo from the other end, speaking up at last.

Mac, not once taking the large grin off his face, then leans over, his body almost parallel to the ground. He then spreads his arms out, reaching for Peter's head. He then wraps all 4 of his fingers on his left hand around the base of Peter's skull, just above the collarbone. He then reaches out with his right hand and begins tugging on Peter's mask, pulling it upwards. The mask slides upwards, exposing more and more fluffy, brunette hair on top of Caucasian skin. However, just as Mac is nearing the unmasking of the red and blue super-hero, he suddenly stops and lurches his body upwards.

"AARRRGGHHH!" screams Mac in pain.

The heavily armored teen then doubles his body over, clutching both of his arms in pain. His acidic saliva doubles as Mac continues to foam at the mouth, now letting a near-waterfall of acid pour out of his jaw, spilling all over the pavement with a light _sizzle_ , melting the concrete.

"M-my sides! Th-the pain! I-it's excruciating! AAARRRGGHH!" moans Mac in pain.

Mac then begins to step backwards from the semi-unconscious Peter, stumbling on his steps as he goes. He maintains the position of his arms as his tail flails out of control, whipping in every direction.

From afar, the Utonium trio watch in horror as Gargan begins to physically _grow in size_ , his armor fitting around his mammoth form. The exposed flesh underneath his helmet then slowly fades into a sickly pale shade of green, similar to Blossom's current condition.

" _What are you doing, Gargan?! Get back there, remove Spider-Man's mask, and destroy the Powerpuff Girls! It is what I, Mooojo Jojo, have created you to do, which is to destroy Spider-Man and the Powerpuff Girls, which is your reason of being the Scorpion-_ " rambles Mojo, angrily, just as he is interrupted.

"Will you just shut up for _2 seconds_?!" shouts Mac back into the mic.

From behind the Professor's demolished station wagon, Buttercup tips her head in confusion.

" _I didn't say anything..._ " thinks Buttercup to herself.

Mac then turns his head, only to look directly into the transparent window of a dark red car which, fortunately for the owner, had not been completely destroyed during the fight. His reflection gazes right back at him, slit-eyes staring back into slit-eyes. Mac's jaw drops agape as he stares in horror at the beast which he has become. He then places both of his hands on his face, covering it from view. Mac then lowers his body downwards

"I've become a _freak_! A _monster_!" mutters Mac, lowly and quietly.

Behind the car, Bubbles lowers her eyes in concern for her former friend.

"W-what's happening to Mac?" asks Bubbles.

"Is it just me... or is Mac getting _bigger_?" asks Buttercup in confusion.

Mac begins to step back away from the unconscious teen's body, his mouth gaping open, allowing much of his acid-like saliva to pour from between his canines and melt the ground with but touch, accompanied by the sound of a slight _sizzle!_ Mac then begins to panic inside, not knowing what to do or where to go. His thoughts then linger on to the only one who could fix him. The one who made him like this in the first place; _Mojo_.

" _G-gotta... get back... ! Get back to... Mojo's p-place!_ " thinks Mac to himself.

He then directs his aim towards the ground, eventually catching sight of an old, grey, circular manhole cover, one which would lead into the sewers, the only safe place for someone like him, especially at this time of day. Mac then slowly begins to lumber his way over to the manhole cover, hunching all the way, never taking his eyes off of his only means of salvation. He then reaches out with his left hand and clamps all 4 of his fingers around the metal disk and begins pulling up on it, trying to gain access to the sewers below.

Behind the car, Bubbles narrows her eyes. Oh, no. Gargan wasn't about to make his escape now. Not after he had just poisoned her sister. Not after he had just pummeled the Amazing Spider-Man into the ground. She then pushes her legs into the ground, causing her to leap out from behind the car in a flash of bright blue.

"Bubbles, wait!" shout Buttercup and the Professor in unison.

Bubbles then lands right in the middle of the road, some 20 feet away from her enemy. Mac then simply looks up, snarling.

"And where do you think you're going?!" asks Bubbles, pointing her fingerless arm at her opponent.

"Get lost!" shouts Mac.

The Cross-Species mutation then whips his left arm outwards, causing the manhole cover to go flying in the direction of the blonde Powerpuff with great speed. With only seconds to spare, Bubbles then grits her teeth and shuts her eyes. Her eyes then begin to glow a bright red, and within seconds, she unleashes her bright red eye blasts. The blasts make contact with the heavy metal object, causing it to slow down.

The cover then begins to get soggy as the heat from the beams begins to melt the metal down. The cover then completely into a pile of shiny, dark grey melts only a few feet away from Bubbles. However, when the blue Powerpuff looks up from it, her arachnid-man adversary is gone.

"Darn it!" shouts Bubbles in frustration.

Buttercup then dashes out from behind the car in a flash of green, her eyes narrowed.

"What were you thinking, Bubbles?!" asks Buttercup, scolding her younger sister.

Bubbles then whips her body around to face her ravenette sister, her own blue orbs narrowed.

"I was trying to catch the Scorpion!" shouts Bubbles, countering her sister.

"Yeah, that worked out _so_ well! 'Cause now, Blossom's poisoned, Spider-Man's unconscious, and most of all... _Mac escaped_!" says Buttercup.

However, as the 2 sisters argue, amid the mangled ruins of one of the street lights, a red and blue super hero rises from the ground, returning to the land of the living once more.

"Augh..." moans Peter, rubbing his head with his right hand.

The teenage super hero then rises to his feet, trying to ignore the intense pain running through his body as he does. He then looks down to see his costume from his chest down to his sides torn up, exposing his somewhat damaged and bleeding skin.

"Why is it that every time I go up against a super villain, I waste more and more money on buying red and blue fabric to fix this costume?" asks Peter to himself jokingly.

The 2 Utonium sisters then turn their heads into the direction, with the bubbly blonde rushing towards the hero in a flash of bright blue.

"Spidey! Are you okay?!" asks Bubbles in concern and relief.

Peter looks towards his friend, wincing in pain.

"I feel like I've been put through a tornado." says Peter sarcastically.

Bubbles continues to look into the, surprisingly unscathed, lenses of Peter's mask, with her own orbs reflecting back at her. They then both turn their heads into the direction of Buttercup, who had just rejoined the Professor and the unconscious Blossom. The 2 teens then begin to make their way over to the ravenette Utoniums.

"My _angel_! My sweet, sweet, little _angel_..." says the Professor through sobs.

Buttercup continues to look down at the sickly green skin of her unconscious sister.

"I'm sorry, Blossom." says Buttercup sadly.

However, the 2 obsidian-haired people are met by the sounds of a younger, masculine voice perking up.

"No. It's not your fault." says Peter.

Buttercup then looks up, only to come face-to-face with her sister and the mysterious masked vigilante known only as Spider-Man. Buttercup then cocks her eye in confusion.

"What do you mean?" asks Buttercup.

"It's my fault. I should have been there to prevent her from being bitten." says Peter.

Buttercup then looks down at the ground, thinking to herself, then back into Peter's chrome lenses, making her lime eye reflect back at her.

"How'd you get in the school?" asks Buttercup.

"Yeah. I was wondering that, too." says Bubbles.

"I was in the neighborhood." says Peter.

A silence passes over the teens for a moment, before the Professor breaks it.

"Are you, by any chance, going after the Scorpion? If not, I could-" asks the Professor before being cut off.

"I am. Have Bubbles and Buttercup accompany Blossom to the hospital. _I'll_ handle the Scorpion." says Peter.

Peter then turns his body around and slowly raises his arm. He then squeezes his middle finger into the palm of his hand, and out squirts a long, thick rope of webbing, with a _thwpp_ sound resonating, as it attaches to one of the few standing lampposts left. Peter then pushes himself up off the ground and swings away on his web towards the city, leaving the Utoniums to their own affairs. All except for one rage-filled, green-eyed ravenette.

" _No. You're not the only one who's gonna pulverize the Scorpion!_ " thinks Buttercup to herself.

* * *

In the sewers, complete darkness consumes the scene. Muck and waste line the floor and walls of the darkened caverns. However, a large silhouette is seen moving amid the garbage, a long appendage waving behind it as it continues to loom over the figure's head.

"Gotta... s-stay outta th-the... sunlight! C-can't let a-anyone... s-see me!" moans Mac, his body still in pain from the growth spurts he had suffered earlier.

Now standing a shocking 11 feet in height, Mac leans forward even more, his body almost parallel to the ground to compensate to the limited height of the sewer tunnels. His skin was now a pale greenish color, almost matching up with the rest of his armor. His eyes were now practically bulging out of his face, and permanently slits.

"G-gotta k-k-keep... m-moving!" croaks Mac, the pain in his body continuing to get to him.

The colossal, armored teen continues to move about the sewers, lumbering like a wild animal as he walks. His frame makes the sewers cramped for him to maneuver around in. Every so often, his tail would scrape up against the roof of the sewer, leaving a long scratch mark indented in it.

"O-oh man... ! Th-the pain... it's excruciating!" moans Mac in pain, clutching his sides.

Mac continues to trudge forward, desperately trying to make his way back to Mojo's observatory from below the streets of Townsville.

* * *

Above the sewers, in the city, we find one lone, red and blue figure swinging around on long rope-like webs. This figure is the one we have come to know as Peter Parker, the Spectacular Spider-Man.

"G-gotta find Scorpion... a-and soon!" moans Peter out loud, still recovering from his previous fight with Mac Gargan at his now-demolished high school.

The arachnid teen then lets go of another one of his webs, landing until he springs all four limbs out and clings himself to the brick corner of an apartment building, slightly shaking.

"M-maybe I... sh-should've taken the Professor's a-advice about that concussion and-and stayed home... !" says Peter, stuttering over his words as he continues to reconsider his decision to search for the Scorpion.

Peter continues to shiver, his body still reeling in from the massive beating he had taken from Gargan only a few hours ago, accompanied by the "draft" coming from the cold air seeping into the tears on his costume's mid-section. He then averts his gaze upwards, looking towards the white, cloud covered sky.

He then raises his right hand and places it higher on the wall, followed by his left hand, then his right foot, and at last his left foot. Peter continues to repeat the process, slowly scaling the wall to the rooftop. He then slowly perches himself into a crouching position, staring off into the downtown area of Townsville.

"Now, if I were a 10' 5" scorpion, instead of a 5' 10" spider, where would I be?" asks Peter out loud to himself.

However, before he could answer his own question, a familiar tingle begins buzzing at the base of his skull, warning him of danger. The tingle is soon followed by a voice. Peter then turns his head backwards, only to widen his eyes as he comes face-to-face with a large, green, mammoth-sized figure standing behind him, his long, barbed tail swinging gently over his helmeted head.

"Right behind you, Spider-Man! And you're finished!" shouts Mac, pointing his index finger on his left hand at his heroic rival.

* * *

 _EARLIER... AT MOJO JOJO'S OBSERVATORY...  
_

 _A loud thunk at the front door resonates around the room as Mojo perks his large head up from his leather recliner, his eyes squinting. As his declining vision, a result of his age, settles on the light shining into his observatory, he notices a large silhouette standing in the doorway. The figure then begins to walk, more like lumber, straight for the monkey, hunching over like a wild beast, it's green armor shining in the bright lights._

 _"M-Mojo! Fix me! Ch-change me back to h-how I was!" shouts Mac, demanding a reversal of the transformation._

 _"M-my lord! G-Gargan?! What happened to you?!" asks Mojo frantically, jumping out of his seat as he does so._

 _"You tell me! One minute I'm pummeling Spider-Man, the next I'm-" explains Gargan, interrupted by the feeling of another painful growth spurt coming on._

 _Mac then doubles over, clutching his sides with his hands._

 _"OOOOOOHHHHGGGGHHHH! TH-THE PAIN!" moans Mac in pain._

 _Mojo then swiftly begins to walk over to his creation, now at least 4 feet taller than he was before. Upon approaching Mac, however, Mojo is taken aback by the super-powered teen's sudden increase in size. Mac's size dwarfed that of most of the villains in the city, towering a full 10 feet in height, whereas he had only measured a full 6 feet in sheer height hours before.  
_

 _"Gargan, you must remain calm, which is to not panic, which is to not get frightened, scared, or in any other way excited in a negative way! You must lie down and rest while I, Mooojo Jojo, can figure out a solution to these-" rambles Mojo before being interrupted._

 _"Aw, willya just shaddup and help me already?!" asks Mac in sheer annoyance._

 _Mojo growls negatives to himself under his breath, just low enough so that Mac couldn't hear him. He then makes his way over to a table with a syringe on it. He picks it up with his gloved right hand, and then begins making his way back towards the mammoth teen's form, preparing to take a blood sample. Upon returning to Mac, Mojo takes the needle in his right hand and shoves it through Mac's armor.  
_

 _"Ouch!" yelps Mac in pain as the needle pierces his skin._

 _Seconds later, Mojo removes the syringe from Mac's arm and turns to make his way over to a white and grey microscope sitting on a desk on the far right. Mojo then pulls out the chair currently in place and climbs up into it, taking his seat. He then squirts out the needle onto a clear, rectangular, slide and then gently places it under the scope itself with his left hand. Mojo then slowly leans his body in to get a better look at the situation regarding Mac's vastly mutated DNA. He then widens his eyes in shock._

 _"Good... good lord!" says Mojo._

 _"What? What is it?!" asks Mac in desperation._

 _"It would appear that the arachnid characteristics in your DNA have caused a genetic imbalance on your code. That's what's causing the growth spurts! The imbalance is also having a negative effect on your heart, as the blood being pumped through it is filling it with deadly chemicals which are a byproduct of the Neogenic Recombinator." explains Mojo._

 _Mac widens his eyes in horror._

 _"S-so... my blood's been p-poisoned?!" asks Mac, his scientific, rational mind surfacing for a moment._

 _Mojo then lowers his head in shame for what he had done and gently shuts his eyes. He then slouches back in the chair. Mac's face then turns from one of sorrow, like how it had been for a moment, to one of rage. In Mojo's moment of sorrow, however, he feels the chair turn around forcefully, causing him to look up in shock. He then meets Mac's enraged face once again, his eyes now like the slits of that of a cat._

 _"Fix it! Change me back if you need to!" demands Mac._

 _Mojo maintains a fearful expression on his face, knowing fully that Gargan could rip him to pieces if he had truly wanted to. However, an idea soon pops into Mojo's head. One which had tied in so well to his previous ploy to get the aid of Gargan. Grinning like a madman, a sly look emerges on Mojo's face._

 _"Sure, MacDonald, my boy! I'll fix you..." starts Mojo, a suspiciously generous tone tinting his voice._

 _Mac leans in somewhat, anxious to hear what Mojo's proposal could be._

 _"...if, and only if, you bring back the head of that accursed Spider-Man to me!" finishes Mojo._

 _Mac then slowly backs up, his mouth dropping agape as his eyes widen in shock. Mojo Jojo, a so-called "super-genius", bartering his own life in exchange for Gargan's. How dare he?! Mac then tightens the clench on his teeth with his eyes narrowing angrily. Mac's breathing then begins to accelerate and become more shallow. Mojo does not take off the smirk from his face. Mac then lowers his body quickly, jumping into Mojo's face once more._

 _"You're gonna change me back because I told you to change me back! Not because I killed Spider-Man!" roars Mac in defiance._

 _Mojo does not budge, for he had been in this situation many times before, usually with the Powerpuff Girls. It would usually lead to the trio of children landing him a beating which would even appall the very worst a place like Citiesville had to offer. But this is not the case. Here, Mojo is face to face with a mentally unstable creature of his own creation, and his barter would either benefit both villains, or would be Gargan's undoing._

 _"No." spits Mojo bluntly._

 _"YOU'RE GONNA DO IT OR ELSE I'LL RIP YOU APART!" screams Mac in pure rage._

 _"Okay. If you do that, though, it will mean that there will be no one to work the Neogenic Recombinator, which is the only thing that can reverse the mutation, which you are currently suffering from, which is what you want me to fix for you, so you can return home to your family and whatever friends you might still have left! By killing me, you will have only doomed your chances at a normal life, which is what you seek to return to, and what you want I, Mooojo Jojo, to return you to!" rambles Mojo, declaring his ultimatum to his most dangerous weapon yet._

 _Mac then snarls a little bit, allowing a little bit of his acidic saliva to drip from his mouth and onto the metal flooring, melting the impact points with a sizzle. However, he then takes a few moments to digest this. Mac then shuts his eyes and lowers his head in defeat and releases his grip on the chair, leaving large, animal-like scratch marks imprinted onto the sides. Mac then sighs heavily.  
_

 _"Alright. What do you want me to do?" asks Mac, his tone much softer than before._

 _A devilish grin knifes across Mojo's face._

* * *

Mac simply swings his tail downwards, forcing Peter to push his feet into the ground a perform a somersault into the air. The tail smashes into the concrete rooftop with a _crakk!_ The appendage then lifts itself back into the air slowly. Peter then lands on a large, grey air conditioner, all fours spread out across it's side. Mac then begins to breathe much deeper and more heavily now, his air intake becoming much more shallow than earlier.

"Gargan, you need to calm down! You're out of control! Innocent people are gonna get hurt if you don't stand down and let me help you!" pleads Peter, trying to calm down his former friend.

"You don't get it, do ya?! I'm not doing this for the sake of doing this! I'm doing this because I need to do this!" explains Mac.

"Why?! Who sent you?!" asks Peter.

"The man who created me..." starts Mac.

Peter narrows his eyes slightly.

"...and the only one who can change me back." finishes Mac.

Mac then pushes his feet into the ground and launches into the air, arms outspread, and flies right towards Peter.

"Now we'll see who's the stronger arachnid between us!" hisses Mac.

The spandex-clad super-hero then takes the initiative by pushing his hands and feet into the metal box and launching himself into the air, performing a backflip. Mac, on the other hand, crashes directly into the box, completely crumpling it with a _crnchh_ noise. Peter then lands on all fours in a crawling position on the roof to the left of the complex.

"Well, we certainly know who's smarter, anyways!" quips Peter.

Mac then rises his form from the wreckage of the air conditioner, noticeably very angry. He pushes scraps and heaps of metal shard out of his way as he gets to his feet, but doesn't once take his gaze off of Peter.

"That... wasn't... _nice_." growls Mac between pants.

Peter slowly gets to his feet, gradually getting himself into a defensive position. Mac begins to lumber towards Peter, snarling the entire way. Peter then gulps slightly.

"Um... _nice_ Scorpion..." says Peter nervously.

But before Mac could make any sort of advancement of attack against his old enemy, he is interrupted by a green flash colliding with his massive body, sending him tumbling to the ground.

"AAAGGGHHH!" yelps Mac in pain as he stumbles to the ground.

Peter then widens his eyes as he comes face to face with one ravenette, green-eyed Powerpuff.

"B-Buttercup?!" asks Peter in shock and surprise.

"Hey. Wassup, Web-Head?" asks Buttercup, a small smirk knifing across her face.

Before Peter could answer, a tingling sensation begins going off at the base of his skull, alerting him of danger. Peter and Buttercup then whip their heads into the direction of Mac's form, only to notice the tip of his tail glowing green. Mac begins smirking devilishly.

"See ya later, ya bug-eyed freaks!" says Mac.

Then, without warning, a bright green ray of energy erupts from the tip of the tail, careening towards the heroes in the process. Peter launches his body backwards, performing a somersault in order to avoid getting cooked by the laser. Buttercup merely dashes backwards in her attempt to avoid the laser. Peter then lands back down on the ground, this time merely in a crouching position.

"And the award for worst aim goes to..." says Peter jokingly.

Mac turns his head to face Peter, an angry, yet crazed, look spelled across his masked face.

"Always with the funny..." grumbles Mac.

At that moment, though, twin, red lasers strike the back of Mac's armor, causing him to scream in agony.

"YAAAAAAGGGGH!' yells Mac in pain.

The lasers then dissipate, and Mac turns to face a very angry-looking Buttercup, panting heavily. Peter widens his eyes at the sight of one of his best friends being there.

"Buttercup! Didn't I tell you to go to the hospital with your family?!" asks Peter angrily.

Buttercup turns to face her costumed ally, her eyes narrowed.

"I just saved your life!" exclaims Buttercup.

The green-eyed Powerpuff Girl then returns her attention to face Mac Gargan.

"Hey, bug-boy! Why don't ya pick on someone your own size?" challenges Buttercup.

Mac simply grins.

"With pleasure... !" snarls Mac, almost excitedly.

With that, Mac practically begins to sprint towards the green Powerpuff with such speed, running like an Olympian jogger, drool seeping out of his mouth as he does. Buttercup maintains her defensive position, not once moving a muscle. When Mac is within at least a few feet away, however, Buttercup quickly moves to her left side in a flash of bright green. Unable to stop, Mac widens his eyes in terror as he continues running towards the edge of the apartment building.

"AaaaaAAAAAAAHHHHHH!" shouts Mac in terror as he begins careening off the edge of the building.

Mac simply runs off the edge, falling towards certain death in the streets below, while screaming non-stop.

"YAAAAAAAGGGGGGHHHHH!" screams Mac in terror at the top of his now heavily masculine lungs.

On the rooftop, Buttercup looks back towards her arachnid ally and begins to walk over to him. Peter, on the other hand, slowly begins to ascend from his crouching position, eventually standing upright on his own 2 feet.

"I, uh... thanks." says Peter.

Buttercup merely smirks.

"Even though you told me to stay with my sisters?" asks Buttercup sarcastically.

"Er, yeah. Though, you should have stayed with them." says Peter, defending his point.

"Professor wasn't happy that I left them, but, hey, I really wanted to have that rematch with Scorpion." explains Buttercup.

"Just to prove you can beat him... or for revenge for what he did to Blossom?" asks Peter.

Buttercup's smirk drops to a frown as she crosses her arms across her chest. The teenage Powerpuff Girl then looks down to her left side.

"I guess... both. Though..." starts Buttercup.

"'Though' what?" asks Peter.

"Though, if I had to choose between one or the other, I guess I'd pick... the latter." finishes Buttercup.

Peter simply lowers his head and sighs through his nose. After cornering Uncle Ben's killer, that experience had taught him that revenge is like a poison. It corrupts you. It _consumes_ you. But by the time you realize it, it's too late. Then again, though, after what had happened at school, he himself had a little urge for revenge after what Mac did to Blossom. But, in order to maintain a secret identity, keeping a cool head was key.

"We'll get Scorpion. But we'll do it the just way. Not out of revenge." says Peter.

Buttercup whips her head back at Peter, looking at him dead square.

"But he deserves it! Mac came to the school obviously to get me! Do you know what it feels like when someone you love is harmed because of you?!" asks Buttercup angrily.

Peter narrows his eyes at this.

"I _do_. More than you realize." says Peter sternly

Buttercup turns her head, and eventually her whole body, and looks out into the city's skyline, watching as the sun begins to set behind the buildings, bringing an orange glow to Townsville. She then turns to look back at Peter.

"Well... I guess... we should get back to looking for that Scorpion." says Buttercup.

Beneath Peter's mask, however, a small smirk breaks out.

"Yeah. Let's." says Peter.

* * *

Mac practically sprints back into the observatory, panting desperately, and his tail swerving rapidly over his head, as he barges down the front door, causing it to land on the ground with a loud _thud!_ The now 12-foot behemoth then stops and looks around frantically, searching for any sign of his "creator".

"M-Mojo! MOJO! W-we gotta book it, man! Spider-Man and Buttercup are on my trail and I don't think I can shake 'em!" says Mac.

Mojo then emerges from a door on the far right side of the room, mist pouring from the opening as well. Mojo has a frantic, and yet angry, look on his face.

"What?! You led them here?!" asks Mojo in anger.

"I-I didn't mean to! I-I was just-" says Mac before being cut off.

"Gargan, you dunderhead! You've led them here to my observatory! Because of your sheer incompetence, they will find us and will thwart my plans to get rid of them!" says Mojo, scolding his creation.

However, as Mojo turns and begins to storm off deep inside Mac, something snaps. Like a rubber band after being pulled too much, or a twig after being bent in two. Something inside the Cross-Species Neogenics mutation snaps within his adrenaline glands. Mac's face then turns from a sickly, pale green to an almost beet red as his breathing begins to accelerate, now taking in deep pants of pure rage. How Mac had hated to be called names all his life. Now's about time he did something about it. He then looks back at the super-intelligent monkey walking away from him and gets an idea.

Mojo has a grim look on his face as he continues to walk to his lab to grab some more weapons. The Scorpion, his so-called greatest creation, had just jeopardized his best, most nefarious plan ever in order to finally defeat his mortal nemesis' and that web-spinning, wall-crawling, costumed freak show. Gargan never should have been brought in to this. He was nothing more than a junkie wanting an excuse to get back at a group of bullies and finally win the heart of the girl of his dreams. However, before Mojo can think any more about the situation, he is soon yanked backwards by a force wrapped around his abdomen and his overall body.

"Yahh!" yelps Mojo in surprise.

Mojo then finds himself being raised up in the air as he is pulled backwards.

"What... what _is_ this?!" asks Mojo is anger.

Mojo then finds his body turning around until he comes face to face with a pair of slit eyes covered by orange goggles. Mojo's face then turns to one of pure nervousness as he is met by the purely enraged face of one, armored MacDonald Gargan.

"Uh... G-Gargan? L-let's talk about this like civilized people-" says Mojo before being interrupted by being dropped from Mac's tail wrapped around his body onto the ground with a _thud!_

The monkey then looks up, only to see Mac drooling his infamous acidic-saliva from his mouth.

"Civilized? _Civilized_?! You think I'm civilized?!" says Mac as he reaches down with his right hand and wraps his claws around Mojo's long, purple cape.

Mac then yanks Mojo back up to meet his face terrified face.

"And _quit calling me names_!" roars Mac into Mojo's face.

Mac then lurches his right arm to the side and lets go of Mojo's cape, sending the villainous chimp flying. Mojo then crashes into a wall with a _slamm_ , before sliding down onto the floor.

"Ohhh..." moans Mojo in pain.

Mojo is then met with the sight of the gargantuan man-monster standing over his body, a look of pure fury written across his masked face. Mojo then merely cowers in fear at the sight of his very creation turned against him. The acidic spit continues to ooze from Mac's mouth.

"Now then, change me back to the way I was!" orders Mac.

"I... I can't! The process has become irreversible! The genetic re-alignment in your DNA has become too unstable to try and negate!" explains Mojo.

The armored teen's eyes widen and his mouth hangs open agape, Mac's face then turns from one of shock to one of fury, like how he had earlier. He then grits his teeth, momentarily preventing the acidic saliva from leaving his mouth.

"You... you _ruined my life_..." growls Mac.

Mojo then spreads a nervous grin across his face, hoping that that would somehow remedy the situation. However, his is soon vanished when Mac re-opens his mouth, allowing more saliva to pour from his mouth. Mojo then widens his eyes in pure terror.

"...so now _I'll end yours_!" declares Mac.

Mojo only looks up as Mac's tail begins to hover above him, the tip aimed directly at Mojo himself. Mojo grits his teeth in terror as he realizes what was about to happen now.

"D-don't do this, G-Gargan..." pleads Mojo.

The tip then begins to glow a bright, neon green color as it charges up it's deadly laser beam. Mac then cracks a devilish grin across his face, revealing his canines.

"Say goodnight, monkey breath..." growls Mac.

However, before the laser could completely obliterate Mac from the face of the Earth, a force soon pulls on the tip gently, causing Mac to look up.

"Eh?!" yelps Mac in confusion.

The gentle pull then immediately turns into a violent tug as the tip is sent pointing away from Mojo. The laser then fires just in time, sending a long, thick stream of pure energy careening towards the ceiling of the observatory, eventually smashing through a hole in the wall with a loud _blam!_ Mac and Mojo then turn their heads and avert their attention behind the behemoth former, only to come face to face with one floating, ravenette, green-eyed Powerpuff and one red and blue, costumed super-hero with large white eyes. The latter his holding what appears to be a long, white rope.

"Knock, knock! Pizza delivery!" says Peter jokingly.

Buttercup glares her eyes at Mojo and Mac.

"So, Mojo, _you're_ the one who turned Mac Gargan into the Scorpion!" shouts Buttercup angrily.

A nervous grin then spreads across Mojo's face.

"Well... yes... um... maybe-" stutters Mojo in embarrassment.

"This little monkey scum wants me to stay this way so I can destroy Spider-Man!" growls Mac.

Mac then moves his tail over his head, the appendage slowly snaking. Within moments, the tip of the appendage begins glowing it's signature bright, neon green color, signaling the firing of it's powerful laser. Within seconds of this, a bright green burst of energy comes flying towards the teen heroes. Buttercup swiftly moves to the right in a flash of green, while Peter launches himself to the left, performing a side flip. Peter then lands back down in a defensive crouching position.

"Wow. _Great_ job destroying me." says Peter sarcastically.

Mac turns his head to face his dear old enemy. The amount of saliva foaming from his mouth then doubles greatly as, quite possibly, a gallon of saliva pours onto the floor, with a moderately loud _sizzle_ raking the room.

"I'm willing to bet that if you tried to brush your teeth, you'd _melt_ the toothbrush!" says Peter jokingly.

" _Shut up_!" roars Mac.

"Hey, _I'm_ not the one with serious oral issues here!" says Peter.

However, before Mac could do anything to retaliate, a flash of bright green slams into his side, sending the brute flying in the air.

"Yeaaaaaagggghhhh!" yells Mac in shock and pain.

He then descends back to the surface, crashing into a long, leather couch in the living quarters of the observatory with a _smshh!_ Peter then turns his head around to face the green eyed Powerpuff who had just saved his life.

"That's twice I owe you!" says Peter.

Buttercup looks down at her costumed, arachnid ally and, surprisingly, smirks.

"Who's counting?" says Buttercup.

But before Peter could respond, a loud hiss is heard, making the 2 super teens turn their heads into the direction of the sound. Mac soon rises from the wreckage of the couch, getting to his feet.

"Raaaagh! I'm gonna _kill_ you!" declares Mac.

" _Right_. And _where_ have I heard _that_ one before?" ask Peter and Buttercup in unison.

Mac then begins to charge forward, arms pointed forward and his arms outstretched.

"Grr-RAAAAAGH!" screams Mac inhumanly.

Peter and Buttercup turn their heads to face each other, sharing a look for a few moments, before returning their attention to their psychotic arachnid-opponent. Peter then pulls back his left arm, bending his elbow, forming his hand into a tightly-clenched fist. Buttercup pulls back her right arm and bends her elbow. As Mac gets within a few feet of the teen heroes, however, the latter throw their arms forward, their fists making contact with Mac's jaw and sending him flying backwards.

"AAAAGGGHHH!" yelps Mac in pain.

Mac eventually crashes back down to Earth, a loud _crshh_ sounding off in the room.

"Ohhhhhh..." moans Mac in pain.

"And _that's_ how the cookie crumbled!" says Peter jokingly.

Buttercup turns to her right to face Peter, cocking her eyebrow in confusion.

"Does _everything_ with you _have_ to be a joke?" asks Buttercup in annoyance.

Peter turns to face the ravenette.

"Hey, it's my thing. My fans expect a certain amount of quippage in every batt-" says Peter before stopping abruptly.

A tingling begins going off at the base of his skull. Buttercup then looks at her ally in confusion.

"Spidey, what's wr-" says Buttercup before being interrupted.

A long metal, rounded tip strikes Buttercup across the cheek with a smakk, sending her flying across the room. Peter widens his eyes in shock and surprise as he watches Buttercup's form get thrown across the room.

"BUTTERCUP!" shouts Peter.

A large shadow then comes down over Peter, enveloping his body. Peter turns back, only to come face to face with his arachnid adversary, Mac Gargan. Acidic saliva begins to pour from in-between Mac's lower jaws once again as the mammoth teen grins madly.

"I'm gonna crush _you_ now!" says Mac.

Mac then quickly lowers his massive form and stretches out both arms, reaching out for Peter's body. Mac eventually wraps both of his arms around Peter's torso, enveloping him in a bear hug.

"Oh, yeah?! Well, it just so happens that I like to start each day with a warm hug!" says Peter as he tries to escape Mac's crushing hug.

But Mac continues to apply pressure to the force of his hug, nearly crushing Peter's spine with his incredible strength. Peter continues to squirm as the Scorpion crushes him to death.

" _Oh, who am I kidding?! Everything's... going... black... !_ " thinks Peter to himself as his vision begins to blur.

Before Mac could crush Peter to death, though, a flash of bright green comes whizzing out of nowhere and slams right into Mac's side, causing him to release Peter and allow the red and blue teen to fall to the ground with a loud _thud!_

"Agh!" yelps Mac.

Mac then turns his head to face a heavily panting and very angry Buttercup. Mac then puts on his own mean face and snarls, revealing his very sharp canines.

"You gotta be _nuts_ , girlie! Why would you risk your crumby life to save _his_?!" asks Mac as he points down at Peter, who is trying to get to his feet.

"Because you're a _greater_ evil, and, heaven help me... _he's_ the only one who can stop you!" shouts Buttercup.

Peter then raises his head in surprise, looking at the green Powerpuff.

" _Huh?! Buttercup Utonium's on my side!_ " thinks Peter to himself in confusion.

"He can't stop me if I squash him _first_!" shouts Mac.

But before anyone could do anything, a thin, yellow beam of energy strikes Mac in the back, right next to the point connecting his tail to his armor.

"Yaaaggh!" screams Mac.

Peter, Buttercup, and Mac then turn their attention to face none other than the creator of the Scorpion, Mojo Jojo, holding a large, red laser gun in his hand while grinning madly.

"Hey, Scorpion! I'm taking you out!" shouts Mojo as he aims his weapon at the armored teen again.

* * *

 _MOMENTS AGO..._

 _"I... I must do something!" thinks Mojo to himself._

 _The monkey then begins to search through all the weapons in his storage room, attempting to find the one most well suited to, primarily, take down his own creation, the Scorpion._

 _"I must get rid of the Scorpion! I must start over again and create a more controllable Cross-Species with the Neogenic Recombinator, which is to create one which I can control and will not turn on me in the event that it's mutation becomes too unstable!" thinks Mojo to himself._

 _Just then, Mojo stumbles upon a red laser pistol with several panels lining it's surface, with a large barrel at the tip. Mojo grins to himself madly._

 _"Yes, yes..." grumbles Mojo._

 _Mojo then turns back to see the interactions between the teens._

* * *

"Mojo..." growls Mac in anger.

Mojo doesn't flinch for a moment as he continues to aim down the sight of the gun. But Mac, now fueled by revenge, slowly climbs to his feet, hunching over like a primal beast with his tail soaring over his head. Mac then begins to walk towards the one who had made him like this.

"I'll tear you to pieces..." grumbles Mac in anger.

Mojo then pulls his finger connecting to the trigger of the gun, unleashing a long, yellow laser. The laser stream eventually strikes Mac in the chest, causing Mac to stop and flinch a bit.

"Agh!" yelps Mac.

However, in spite of the constant pain in his chest, Mac continues to trudge forward towards Mojo. The latter begins to look very worried and desperate, but doesn't take his finger off the trigger. When Mac gets within only a few feet away from Mojo, though, he raises his right arm and merely swats the laser out of the old monkey's hand. Mojo begins to sweat profusely with fear.

"G-Gargan..." stutters Mojo in panic.

Mac simply grins.

"Ready to meet your maker?" asks Mac.

Mojo gulps as Mac raises his right arm into the air and wiggles his fingers, allowing his green claws to shimmer in the observatory's light. Mojo then covers his face with his gloved, white hands as he cowers in fear.

"Have mercy..." begs Mojo.

However, just as Mac is about to bring his claws down on top of Mojo, a sharp tug is felt at his tail, causing Mac to fly backwards.

"Yaaaaagggh!" yelps Mac in surprise.

Mac then lands back down onto the ground with a small _thud!_ He then looks up, only to see Buttercup staring down at his with narrowed orbs. Mac merely snarls at the sight of his former crush.

"What?! You gonna make out with me now or something?!" asks Mac in a hissing tone.

Buttercup simply smirks.

"Something like that!" says Buttercup smugly.

Across the room, Mojo opens his eyes to find himself not in the realm of the afterlife, but instead in his own observatory. He then lowers his arms slowly, looking towards Buttercup straddling herself on top of Mac's fallen body. Mojo squints his eyes, trying to see what she green Powerpuff could be doing to his creation. But before he could see anything, Mojo soon feels a faint tapping on his shoulder, causing the genius monkey to turn his head, only to come face to face with a pair of chrome lenses reflecting his own pink eyes back at him.

" _Spider-Man_?!" shouts Mojo in surprise.

"Yeah, hi! How'ya doin?" asks Peter sarcastically.

Mojo simply glares at the web-slinger.

"What do you want with me?" asks Mojo.

Peter then suddenly reaches out with his left arm and grabs Mojo by the cloak. The masked teen then narrows his eyes.

"What I want is to know just exactly what you did to Mac Gargan!" says Peter angrily.

Mojo doesn't flinch. He holds his ground bravely.

"Fine. I will tell you… if you would be so kind!" says Mojo.

Peter then begrudgingly releases his hold on Mojo. The teen then crosses his arms across the chest.

"You see, after our previous encounter at the bank, I was made a laughing stock by my defeat at your hands, which made me lose much of my reputation across the city." explains Mojo.

Peter then furrows his brow.

"Go on." says Peter.

"After that, I, Mooojo Jojo, began to plot ways to defeat you, which is to destroy you and end your meddlesome actions in my affairs, out of revenge. I came into contact with the teenager Mac Gargan approximately 24 hours before today. I offered him a way to get revenge on all the bullies who had tormented him and win over the heart of the Powerpuff Girl Buttercup with his immense strength." continues Mojo, explaining his grand evil plan.

Petet widens his eyes in shock. How could he have let this happen? Mojo had taken advantage of Mac's vulnerable state of mind and twisted it into a weapon to be aimed directly at both Spider-Man and the Powerpuff Girls. Peter narrows his eyes in anger.

"You... you're sick!" croaks out Peter in disgust.

Mojo smiles evilly.

"I aim to please!" grumbles Mojo.

But before Mojo could do anything after that, he is met with Peter's left fist clocking his jaw and sending the monkey flying through the air. Mojo then crashes next to the door with a _thunk_ before sinking down onto the floor in unconsciousness.

"That's... for ruining my lab partner's _life_!" whispers Peter.

The masked teen then looks back over at Buttercup, who is still straddled on top of Mac's body. Peter notices one thing which alarms him, though; Mac's legs are squirming frantically around, as well as his tail. Peter then begins to run over to Buttercup and Mac to see what the problem is. When Peter arrives, however, he is shocked and mortified to see Buttercup wrapping her fingerless hands around Mac's neck and strangling the life out of him.

"Buttercup! What are you doing?!" asks Peter in horror.

"Getting my revenge for what he did to my sister!" grumbles Buttercup.

Mac simply croaks and chokes as his own hands wrap around Buttercup's wrists in an attempt to remove himself from her chokehold.

" _Gak_... _gak_... !" spits Mac, choking.

"Buttercup, _stop_!" shouts Peter.

Peter then reaches out with his right hand and grabs Buttercup's corresponding wrist, pulling it back with all his strength. Buttercup then releases her grip on Mac's throat, causing him to gasp desperately for air, and begins fighting Peter's grasp.

"Let me go, _bug boy_!" shouts Buttercup as she continues to fight Peter's grasp.

Peter then releases Buttercup's wrist, causing her to stumble back a bit. She then glares daggers into Peter's chrome lenses.

" _What_ is your _problem_?!" asks Buttercup angrily.

"No, what's _your_ problem?! You were about to _strangle_ him to _death_!" says Peter.

"He deserves it! He put my sister in the hospital and attacked my friends!" counters Buttercup.

"We don't kill!" says Peter.

"Dude, I kill monsters every other day of the week! Killing _that_ guy wouldn't be any different." says Buttercup, pointing her right arm at Mac's body.

As the 2 teens argue over their moral ethics, however, Mac's form begins to stir as the massive 3rd teen begins to get up. He grits his teeth, so tightly, in fact, that none of his scidic saliva could escape his jaws. A shadow then envelops the 2 arguing teens, causing them to stop their squabbling and look up frantically to meet the sight of a very, _very_ angry Scorpion.

"You _really_ shouldn't have done that!" hisses Mac.

Within seconds, Peter and Buttercup are both thrown across the room as they crash straight into a wall with a _crshh!_

"Ooof!" grunts Buttercup in pain.

"Agh!" yelps Peter.

Peter and Buttercup then slide down the wall and plop onto the floor. They then begin to climb to their feet, now ready to fight.

"Didn't see _that_ coming!" says Buttercup.

"Same. At least Mojo's out." says Peter.

Mac then looks at his 2 enemies with upmost rage in his slit eyes. Saliva then begins to pour from his lower canines once more.

"So, Scorpion! Are ya ready to give up yet?" asks Peter sarcastically.

Buttercup merely rolls her eyes at the comment, annoyed with Peter's constant banter. A large grin then knifes across Mac's face, allowing more saliva to spill out from his mouth.

"Heh heh! You're funny!" says Mac lowly.

"Wow, and I thought that all super-villains couldn't appreciate a cultivation for standup!" says Peter.

Mac then swings his tail downwards at the 2 teen heroes, forcing both of them to swiftly dodge out of the way to avoid being injured, as the tip collides with the metal ground with a _thang!_

"You can't hold out for long! Look at ya! Your clothes are all ripped up and you're running on exhaustion!" says Mac, pointing out their weaknesses.

"Maybe, that is, until you make a mistake!" whispers Peter to himself.

Peter then turns his head and looks around, trying to find some way to trick Mac into causing his own demise. He then turns his head to the left, only to see a control panel, one which would obviously need electric current to function properly.

" _Now this gives me an idea!_ " thinks Peter to himself.

Pete then turns his attention back to his former friend, who is busy wrestling with the ravenette Powerpuff Girl, then back to the control panel. Peter then pushes his feet into the floor and makes a small, quick leap to the panel, eventually landing on it with a _dnk!_ Peter then holds his hands up to his mouth in order to use as a megaphone.

"Hey, you gargantuan, green goofball! Only a real _sissy_ would pick a fight with a girl!" says Peter, trying to get Mac's attention.

Buttercup and Mac then turn their heads to face Peter, horror painted all over the face of the latter, and muffled laughter painted on the former.

"If she wasn't so busy, I'm willing to bet that you'd send your own _mother_ to fight your battles!" says Peter.

Mac then tightly grits his teeth as his breathing begins to get heavier. Buttercup merely breaks out into giant fits of belly laughter as she falls on the floor and rolls around.

"Hahahahahahahahahaha! Oh, man! Thahahahat was awesome!" says Buttercup, wiping away a tear from her right eye with her corresponding hand.

Mac then begins to stumble towards Peter, who doesn't even flinch, menacingly, his tail swerving over his head like a snake ready to strike.

"That's _it_! Calling _me_ names is _one_ thing, but no one, and I mean _no one_ , talks trash about _my mother_!" roars Mac.

Mac then lunges towards Peter, tail ready to strike. Peter then waits a few more seconds. Then, when Mac is a mere few inches from the teen, Peter swiftly leaps to the right in a somersault just as Mac brings down his tightly clenched right fist. Mac then brings his fist right through the control panel, causing several thousand electric volts to be jeered through his body.

"YAAAAAAAAAAGGGGGGAAAAAAGGGGGAAAAGGGGHHH!" screams Mac as he is electrocuted.

Mac then falls to the ground, defeated at last, with a _thunk!_ Peter then runs back over and holds out his right hand, aiming it at Mac's laid out form on the floor. Peter then squeezes his middle finger into the palm of his right hand and, with a _thwpp_ , sends out a long and streamy line of webbing from his wrist, which, in a few seconds, completely encases Mac in webbing, save for his hands, feet, and head.

"Ohh, my aching head... !" moans Mac, reveling in pain.

Peter then kneels down to meet Mac's form.

"Hey, buster, you think _you're_ hurting, think about how _I_ feel! I'm suffering from double fission! Get it? Double _fission_?" asks Peter, trying to get Mac to understand the context of the joke.

Mac simply stares at Peter for a moment, dazed.

"Ohh! I knew we never should have left Citiesville!" says Mac.

Peter then stands up straight on his feet.

"Oh, never mind!" says Peter.

* * *

Outside, the sky has now fully changed to nighttime. The moon shines behind the clouds as the bright lights of Townsville illuminate everywhere. But some very specific red and blue flashing lights are seen coming from outside Mojo's observatory. A small squad of police cars, and a red and white ambulance, are parked right outside the front entrance of the volcano. 2 policemen are then seen carrying a battered, bruised, and handcuffed Mojo by the arms to the police car in order to haul him off to jail.

"Ohhh... curses... !" moans Mojo, still coming to after being punched in the face by Peter.

A man wearing a brown hat, tan-colored jacket, and dress pants and shoes then looks down at Mojo from behind the yellow police line, with a very angry scowl painted on his face.

"I'll sue you, Mojo! Ya here me?! I'll sue you for what you did to my son!" shouts the man, shaking his right fist at the simian genius.

Mojo simply looks up tiredly at the man, now revealed to be the father of Mac Gargan.

"Whatever." says Mojo bluntly as the officers continue to haul Mojo off to the car.

Meanwhile, with our 2 teen heroes, Peter and Buttercup are sitting on the ambulance, getting medical attention for their wounds. Neither is saying much to the other. Peter then looks over at Buttercup, who is looking down at the ground with her eyes shut.

"I don't wanna talk about it." says Buttercup.

"C'mon. Tell me! I'll understand it." says Peter.

Buttercup then whips her head into Peter's direction, her eyes narrowed.

"I said I don't wanna talk about it!" hisses Buttercup, reaffirming her statement.

Buttercup then looks back down at the ground. Peter then lowers his own eyes, concerned for the safety of his friend.

"Buttercup..." says Peter in a flat tone.

Buttercup then looks over at Peter, then back to the ground, and sighs.

"The Scorpion... Mac Gargan... was a friend of mine. But he wanted to be... _more_ than friends." says Buttercup.

"I know how that feels..." says Peter, understanding his friend's situation.

"And as much as I wanted to kill him... as much as I wanted to _hurt_ him for what he did to my sister... not once, during that whole ordeal, did I think he was _evil_. Just... lost." says Buttercup, confessing her feelings.

"You just wanted to get retribution for what he did to your sister. That's natural, and I completely understand..." says Peter.

Buttercup then looks up to her fellow hero, her green orbs reflecting in his chrome lenses.

"...but that doesn't mean we can kill, no matter how much we might want to." says Peter.

Buttercup then turns her head in the complete opposite direction of Peter.

"Hey, listen. Someone I cared about was taken from me for no reason at all." says Peter, recalling the night of Uncle Ben's murder.

Buttercup then turns back to face Peter.

"And just like you I had an opportunity for revenge. I had the guy cornered, helpless. But I realized that if I killed him, it wouldn't change what happened. Even _worse_ , I would have become as bad as the creep who took him from me." says Peter, continuing his story.

Buttercup widens her eyes at Peter's story.

"He always told me that you could choose what kind of person you wanted to be, and in spite of how much I wanted to end the guy, right there and then, I chose to walk away. To be better. To be _Spider-Man_." says Peter.

Buttercup then looks down and sighs herself. Tears begin to well in her eyes. How she hated to show weakness in times like this. But with her sister's life possibly on the line, how possible could it be for anyone to not break down? Peter takes notice of the tears dripping from her emerald orbs. He then raises his left arm and places his curled index finger under Buttercup's chin, slowly, yet gently, pulling her face up to meet his. Her eyes reflect in his chrome lenses.

"Hey. Listen to me. I know you're afraid for you're sister's safety. I'm scared, too. I've only been at this for a couple of months now, but as someone who's dealt with this kind of trauma, you have to keep your center, Buttercup." explains Peter.

As soon as Peter finishes that sentence, however, Buttercup instantly grabs hold of Peter's sides, locking him in a hug. He then feels his upper chest get wet from Buttercup's sobs.

"I... I'm s-sorry... for acting like... a total jerk... to you..." says Buttercup through muffled sobs.

Peter returns the embrace.

"It's okay. I forgive you." says Peter.

The embrace soon ends, with the 2 teens letting go of each other. Buttercup soon begins wiping the tears off her face with her fingerless hand, sniffling as well. Peter then stands up off the ambulance and holds his right arm up. He then squeezes his middle finger into his palm, allowing a long, thick, and sticky web to fly out of his wrist with a thwpp! Peter then turns back to face Buttercup.

"I'll see ya." says Peter.

Buttercup then nods her head. Peter then pushes his feet into the ground and takes off into the city, swinging from webline to webline. Buttercup merely watches on as Peter Parker, the Amazing Spider-Man, disappears into the night, fully knowing that this wouldn't be the last time that they crossed paths.

 **Hey guys! I'm back! Welp, summer's over, and school's back in session :(. I wanted to get this out before I had almost no time to write at all! As such, I'm working on most of the chapters in advance, including Chapter 19 and some of the chapters that will come out later on involving villains not introduced yet.**

 **Anyways, next chapter is gonna be a throwback all the way to the early days of _The Amazing Spider-Man_ comics with the introduction of only one of Spider-Man's most dangerous and well known enemies (If you haven't read any of the earlier chapters of the story to find out who exactly I'm referring to, get to it, ya bums! XD)!**


	19. Chapter 19: Bitter Lessons

About a week and a half after the incident involving Mojo Jojo and the Scorpion, life had, more or less, returned to normal. Blossom made a quick recovery at the hospital, the Chemical X in her bloodstream doing away with the toxic venom that Mac Gargan had injected into her via his bite during his attack on their high school. On Tuesday, though, in the chill of the night, crime is of the essence as a gang of 5 notorious criminals are at work in our fair city, seeking to cause only the most horrible and despicable chaos possible...

 _Crshh!_

...or just trying to rob the local TV store.

* * *

A loud _crshh_ is heard coming from a rather local television store on the outer parts of Townsville, shrouded by the night sky. The only kind of lights on are the street lights barely illuminating the pavement below. Then, from the store itself, 5 figures emerge from the shattered window.

One is tall and lean, with a slick-back haircut, baige khakis, a purple shirt, black sunglasses, and an orange and blue vest. Next is a much shorter figure, wearing more combed over hair, with a noticeable underbite, a maroon-colored shirt, and white pants. The next figure to emerge is a more hunched over individual with brown rags, no shoes, bare feet, and eyeballs which literally stick out of his sockets. Afterwards, a 4th individual emerges from the window, with a long and skinny body with a curve in his back, and slanted pink eyes. Over his long, messy black hair he was wearing a backwards brown kangol hat, on his chest, a white tank top, and 2 matching sweatbands on his wrists. Finally, a much larger, fatter figure emerges from the window, barely. He had reddish-orange hair, a big green shirt with two yellow lines on each sleeve, blue jeans, a black belt, freckles, a small dark green nose.

All 5 of them appear to have a bright, pale-lime skin color. And together they are Ace, Snake, Li'l Arturo, Grubber, and Big Billy. The obnoxious and universally despised Gangreen Gang!

Ace and Snake are carrying what appears to be a large box, meant to fit a flatscreen television inside of it, under each of their arms to support the weight of the box. The smallest member then begins to pipe up talking.

"We got it! We got it!" says Arturo.

Ace then turns his head to face the little one.

"Yeah, we did! But we won't have it for long if ya don't shaddup!" says Ace.

Snake then pipes up.

"Yeah! At leassssst we got away before thosssse Powerpuffsssss or that web-sssssstinker can ssssshow up!" says the skinny one.

But before the anyone could respond, the super skinny one suddenly trips on his foot, sending him tumbling to the ground with a _thud!_ The back end of the box then hits the pavement with a _tnk!_

"Aww, dangit, Snake! Ya made me drop the box! If this TV is busted, I swear ta-" says the Gangreen leader before stopping.

A red light instantly begins shining down on the gang of criminals. It had a series of web-like lines spreading across it, with 2 large, white eyes on the forefront.

"Ngh! Accccce! There'ssssss ssssomething on my foot!" says Snake.

Snake then stops talking and looks up at the source of the red light, like his partners, only to see that the light's point of origin isn't from a street light. It's from a _man's waist_. A certain red and blue, Spectacular _Spider_ -Man's waist, to be exact, crouching on the top of one of the street lights.

"Okay, first of all... 'web stinker'? Really? _That's_ your A-material?" asks Peter sarcastically.

The 5 green criminals gawk in horror at the sight of the colorful crime-stopper.

"It's Spider-Man!" says Ace.

Peter then rapples down his web, still in his crouching position, to face the 5 crooks.

"Huh?! Spider-Man?! Where? Where?!" says Peter jokingly while turning his head left and right to humor the gang.

The criminals simply stare at Peter in disbelief. Peter then looks at the group dead on.

"Oh! Oh, I just get so flustered when I meet a celebrity! I just don't know what to say!" says Peter jokingly, finishing his quip.

An angered look appears on Ace's face.

"It's just a single guy! We can take 'em!" says Ace.

The Gang then charge right for Peter, still unfazed as he hangs upside down. The gang then begin throwing a frenzy of punches and clawings at the web-slinger, who merely swings left and right to avoid their blows.

"Wow. Some taking!" says Peter jokingly.

Peter then outstretches his left arm and squeezes his middle finger into the palm of his hand, sending a long, white stream of webbing with a _thwpp!_ The webline strikes Snake, sending him tumbling to the ground.

"Agh! I'm caught in hisssss web!" shouts Snake as he pulls frantically at the sticky, organic substance.

Peter then turns his body and leaps down from his webline to face the Gang head on. Ace throws his right arm, fist clenched, towards the wall-crawling super-hero, but the latter merely swipes his head away from the blow and manages to grab Ace's punch with his hand.

"I swear, I could see that in slow-motion!" says Peter jokingly.

Peter then yanks Ace's arm over his shoulder, sending the leader flying.

"Yeeaaahhhh!" shouts Ace as he flies through the air.

Ace then crashes back-first into a shining red fire hydrant, striking it with a _clang!_ Ace then sits there, dazed, dizzy, and in pain.

With Peter, a tingling begins going off at the base of his skull, warning him of imminent danger. Peter then turns to face the large sight of Big Billy standing atop him, looking like an angry dope.

"Raaaah! Spider hurt Ace! Spider is Billy's enemy!" says Billy angrily.

Peter then widens his eyes as Billy's large arms blot out the street light as he raises them into the air.

"Billy show Spider! Billy _smash_ Spider!" shouts Billy.

Billy then brings his arms down in an attempt to crush Peter. Peter then merely leaps like an Olympian athlete out of the way as Billy's arms collide with the pavement with a loud _thud!_ Peter then lands silently and gracefully on the ground, crouching on all fours.

"Wow. You sure showed me!" says Peter jokingly.

Billy then turns to face Peter, his teeth grit.

"Billy will show Spider to mess with Billy's friends! Billy _mph_ -!" rambles Billy before he is struck in the face by some of Peter's webbing.

Billy then begins to rip and tear at the super strong substance with his hands, trying to pry it off of his face. Billy does manage to tear it off his face with a slight _ripp_ , only to come face to face with the bottom of a red foot careening towards his face. Peter then delivers a swift kick to Billy's face, resonating with a loud _crkk!_ Billy then topples like a domino to the ground with a _thud!_

"Well, like they say; the _bigger_ they are, the _harder_ they fall!" says Peter jokingly.

Peter then turns his sights to face Grubber and Li'l Arturo, the latter of whom has a blank, shocked expression on his face.

"Welp, I'm done!" says Arturo in defeat, kneeling down with his hands up.

Grubber merely drops to the floor, holding his legs and arms up like a dead beetle. Peter then widens his eyes in surprise.

"Wow! That was... easier than I expected!" says Peter.

* * *

Minutes later, all 5 members of the Gangreen Gang are stuck in a gigantic web ball, hanging from a thread on a lamppost. Atop then roof, Peter stands triumphantly, with his hands at his waist, as he muses to himself.

" _It's almost too easy! Ever since the Scorpion, I've run out of enemies who can give me any real opposition or challenge! I'm almost too powerful for any hoodlum who crosses my path! Aw, heck! I almost practically wish for an opponent who can give me a run for my money!_ " thinks Peter to himself.

But as the masked vigilante runs off into the night to continue his crime-fighting crusade, little does he know that, on the other side of town, his frivolous wish is about to come true, and with _horrifying_ results... !

* * *

At the Townsville Radiology Department Laboratory, the place of Spider-Man's birth, a completely different situation is taking place between 2 different people over a different subject involving different ideas. Inside, a man wearing a white lab coat and sporting a brown-ish bowlcut is seen storming down the hallway quickly. This man, for all intents and purposes, is no ordinary man. He isn't even an ordinary scientist, either. For his name is... Otto Gunther Octavius.

"Bah! Those fools think they can fire me?! Can they not comprehend the fascinating results of my work?! I am a _genius_!" shouts Otto.

Otto then reaches into the right pocket of his lab coat with the corresponding hand and pulls out a flat, black card. The disgruntled scientist then stops in front of a pair of tall twin doors near the end of the hallway. He then slides the card through the silver scanner located on the right side of the door, causing it's red sensor to flash green.

The doctor takes his right hand and reaches for the golden handle, turning it with a _click!_ Otto then pushes the door open, revealing the same laboratory he had been working in only a few months ago, utilizing radioactivity to better the world. The very same laboratory, in fact, which had granted Peter Parker his amazing spider-powers, turning him into the World's Greatest Super-Hero.

"I have taken the most _proactive_ safety precautions to ensure that others are _not_ harmed by the effects of _my_ experiments! They are merely _jealous_ of my work and it's results!" rambles Otto egotistically.

Otto then begins to make his way over to a small, grey door on right of the mostly blue wall of the room, a card scanner to it's left similar to the ones seen outside the lab itself. Using his right hand, the scientist slides his card once again into the scanner, causing the color receiver to flash from red to green. The grey door then begins to slide upwards, opening to reveal it's contents. When the door finally does open completely, it reveals what appears to be a grey, body-width cylinder with 4 tubes coming out of it's front.

"I'll show those fools! I'll make them see!" says Otto angrily, yet determined.

* * *

Minutes later, the doctor emerges from the control room aside the radioactive ray emitter, the machine responsible for irradiating the spider which had turned Peter Parker into Spider-Man in the first place, with his notorious mechanical arm apparatus now attached to his body, the tentacles themselves waving around slowly and gracefully. The machine had been turned on moments before, and a bright blue ray of energy had been summoned from the machine itself, now sizzling rapidly as it's light illuminates the room.

The desperate and angry scientist then walks over to the 4 open slots, which allow the arms to enter the opposite side of the wall, where the seething radioactivity had made that part of the room nigh uninhabitable. As Otto steps right in front of the glass lead shielding protecting him from the radiation, he slowly slides the tips of each tentacle into their respective slots, entering them in the radiation-doused room.

"Once this mere demonstration of my sheer intelligence I use when operating this machine with my arms, those corporate monguls in the business suits and ties will never again doubt the genius of I, Otto Octavius! The most brilliant mind in the field of nuclear physics on the planet!" declares Otto.

As Otto mentally commands his tentacles to wave around in the midst of the radioactive ray, however, the heat in the chamber begins to build up, a result of no one being in the control center to help regulate the temperature inside. Otto then raises his right hand up to his forehead and slides his hand across his forehead to wipe away the sweat building up as a result of the growing heat coming from the reactor inside the building.

" _Must... continue... my work! No matter the cost_ " thinks Otto to himself.

Inside the nuclear chamber, however, the radioactive ray of energy itself begins to brighten in color. Outside the lead shielding, the light proves to be so bright that it forces Otto, even with his darkened glasses, to shield his eyes with his right hand.

"Something's... something is wrong!" says Otto lowly to himself.

Otto then lowers his hand and widens his eyes, his mouth already agape, in horror as the buildup of the radiation in the chamber continues to increase rapidly.

"No! No, this is not right! No, not right!" shouts Otto.

Otto then begins to frantically pull his body away from the lead shield, only to find that he cannot move his body away more than a few mere feet. The terrified scientist then turns to face the control room, now blaring it's warning alarms, only to realize the lack of an assistant to help shut off the reactor, he could not remove his arms from the chamber slots.

"This cannot be happening!" says Otto.

The ray continues to increase in sheer brightness. The ray emitter itself then begins to spark as yellow-orange flames begin to break out on the machine with the ray itself still going.

"Aaaaahh! AAAAAAAGGGGGHHH!" shouts Otto in fear.

Then, as if the gods themselves had declared their final judgment, the final part of the nuclear meltdown happening right before the very eyes of Otto Octavius, there is only one sound that is heard, for it would be the last sound he would hear for the night, and forever as an ordinary man.

Just then, a loud BOOOM sounds throughout the doctor's eyes as his entire world goes white, then black.


	20. Chapter 20: Horror Hospital

**And now... Doctor Octopus!**

Otto's eyes begin to flutter as the scientist begins to come to. He soon opens his eyes all the way, looking up at the white and tiled ceiling as he awakens. The scientist soon sits up in his bed, he looks around the room, covering his eyes with his left hand to avoid light penetrating his sensitive eyes.

"Wh-where am I?" asks Otto out loud, whispering.

Otto then lowers his hand as his vision begins to adjust. The room was quite large. Large windows lined the exact opposite end of the room and Otto's right side. Around the scientist are a series of medical pieces, including an IV bag, a heartbeat monitor, and some other gadgets. Otto then realizes that the only place he could possibly be is... _the hospital_.

But as Otto continues to ponder his predicament, a figure soon begins to walk towards the doctor. She was wearing a typical white nurse's uniform and had brunette hair underneath her hat.

"Ah! At last! You're awake!" says the nurse with relief.

Otto glares at her confused.

"What... what happened?" asks Otto.

"You were caught in an explosion at the Radiology Department Laboratory last night, Doctor Octavius." explains the nurse.

Otto widens his eyes at the sound of the news.

"Explosion?" asks Otto.

"Yes. The explosion irradiated approximately 67 percent of your body. It's a miracle you survived." says the nurse.

Otto then begins to look down, only to notice one thing off about him; his gray harness, still attached to his body, complete with the 4 infamous tentacles hanging limply down at the sides.

"M-my apparatus! Why have you not removed it?!" asks Otto, now looking at the nurse once again.

The nurse then lowers her head and sighs lightly. The then turns back to the scientist.

"It, ah... it appears as though the radioactivity has... _fused_ , for lack of a better term, fused your mechanical arm apparatus to your spine. Our surgeons couldn't remove it from your body." explains the nurse.

Then, as if he had just learned that his life had been stolen from him, Otto lowers his head and begins to whimper. The nurse lowers her upper body and apologetically places her right hand on Otto's left shoulder as the scientist weeps.

"I'm sorry, Doctor Octavius." says the nurse sympathetically.

Otto then whips his head into her direction, rage burning in his eyes as he tightly grits his teeth.

"No. No, you're not! Not _yet_!" growls Otto through clenched teeth.

Beneath him, each of the pincers on all 4 of his tentacles begin to twitch some. Otto then turns his head over to one of the windows, only to notice that it has a pound-shaped, grey, metallic grate on one of the windows. The angry doctor's delusions then begin to come back to him, almost in the form of a second voice in his head.

" _Those... those bars... !_ " thinks Otto to himself.

Otto then further narrows his eyes, practically squinting.

" _They're... they're trying to imprison me! Keep me from my work! They... they sabotaged my experiment last night! And those bars..._ " thinks Otto irrationally.

The tentacles themselves then begin to wiggle some as they prepare to come back to life.

" _I've got to break those bars!_ " thinks Otto to himself.

* * *

Elsewhere, Peter is swinging around the city, searching for a crime in progress on this warm Wednesday evening. The teenager then begins to ponder to himself several things currently going on in Townsville's state of affairs, namely the explosion the night before at the Townsville Radiology Department Laboratory, the "birthplace" of Spider-Man.

" _I wonder if I should check out the lab, see if I can help find any survivors in the wreckage._ " thinks Peter to himself as he squirts another web from his right hand with a _thwpp!_

The teen then continues to reflect on everything that has happened since he became Spider-Man. The Vulture, Mojo Jojo, the Scorpion, the Gangreen Gang, and the Shocker. All of them defeated at his hand, weather he had any assistance from the Powerpuff Girls or not.

Peter then lets go from his webline and lands elegantly on a rooftop, where he crouches, peering over the city's streets. Peter's thoughts then return to the explosion the night before, when he then rationalizes a conclusion to himself.

" _Nah. As bad as I feel about it, I can't risk endangering myself in the middle of all that radioactivity, even though the spider that gave me my powers was radioactive to begin with. It might have a drastic mutagenic effect on my body's already mutated chemistry if I do. I think I'll just let Blossom and her sisters handle it like she said they would. Besides, the last thing I need is to show up to my girlfriend's house looking like something that crawled out of a Lugosi movie! Yuck!_ " thinks Peter to himself jokingly.

The city's skyline reflects in the chrome lenses on Peter's mask, making the eyes of the red and blue super hero almost glow yellow.

" _Still, though, I do feel irresponsible going against Uncle Ben's words and shirking my responsibilities simply because I don't wanna turn into a giant spider-monster. But can ya blame me?!_ " thinks Peter to himself.

Peter then presses his feet into the concrete pavement and launches himself into the air. Peter then sticks his left arm out and squeezes his middle finger into the palm of his hand, causing a long, white webline to spray out from his wrist with a _thwpp_ as the teenager takes off swinging into Townsville yet again.

* * *

At the hospital, things have turned from bad to completely insane in the case of Otto Octavius. In his room, along with himself, at the moment are 3 doctors. One wearing a black suit and a green tie, another wearing a typical white doctor's uniform, and the nurse from earlier.

"AAAAHHHHH!" screams the nurse.

" _Silence_ , fools!" shouts Otto, now lifted right into the air and supported only by his 4 mechanical tentacles.

The doctor was now wearing a white lab coat and black pants along with black, spit-shined shoes. The doctor in the black suit then begins to speak up.

"This is ridiculous, Otto! You can't keep us all prisoner here forever! Now we've gotten you the equipment you've requested, not that it would be much help in your experiments, so let us go!" demands the doctor.

Otto furrows his brow even more.

"No! Not until I'm ready! You will stay here and you will assist me in my endeavors until I deem that you are no longer needed to me... and not before!" declares Otto.

"B-but this is madness! Yo-you have no right to-" says the doctor before being interrupted.

One of Otto's mechanical tentacles shoots out from the side of the insane scientist and grabs hold of the doctor's shirt collar with it's trio of pincers.

"Yipe!" yelps the doctor.

The arm then begins to move upwards, taking the doctor with him. Otto scowls furiously as his 2 lower mechanical limbs lower him to the ground, eventually dropping him onto his feet.

"Right?! You speak to me of right?! After I was held in this forsaken 'hospital' against my will, I have the right to do anything! And there is no one alive who can stop me!" says Otto.

* * *

Just outside, nearby the hospital, our web-slinging, costumed, red and blue cadaver is swinging on the upmost thinnest strands of webbing in his nightly patrol across Townsville. The youth is pondering to himself his next move.

" _I've seemingly beat all of the most major villains that Townsville has to offer me! What do I do now? Go back to New York and fight crime there?_ " thinks Peter to himself, pondering his role as one of Townsville's protectors.

Peter then silently drops himself onto a gargoyle, crouching like a cat on all fours as he stares out into the open city.

" _Naw! I can't leave yet! I know that Aunt May doesn't wanna leave, and I sure as heck can't abandon Blossom out of the blue. If I did, I would be reminded too much of Uncle Ben. And what if something happens to her or her family?! I'd never forgive myself!_ " thinks Peter to himself.

The lights in Townsville's evening skyline reflect through the lenses on Peter's red mask, causing them to shine with the upmost brightness, almost glowing.

" _Plus, isn't New York being protected by that 'Guardian Devil' or whoever that old J. Jonah Jameson likes to write rumors about?_ " thinks Peter to himself, recalling several newspaper reports coming from New York-based outlets of a 'devil' protecting his home city.

But before the teenager can think anymore to himself, a loud scream is heard which perks Peter's attention.

"AAAAAAAHHHHH! SOMEONE! HELP US!" shouts a feminine voice with a volume that could put Bubbles' sonic scream to shame.

"Huh?!" yelps Peter in surprise.

The teenager turns his head to the right, the direction of the cry for help's origin.

"Well, like they say; where there's smoke, there's fire!" says Peter outloud to himself.

Peter then raises his right arm and squeezes his middle finger into the palm of his hand, causing a long, white strand of web to squirt out from his wrist with a _thwpp!_ Peter then pushes himself off of the gargoyle and takes off swinging into the illuminated city once again to confront this new challenge.

" _Maybe I'll get that challenge I've been so desperately in need of!_ " thinks Peter to himself.

But unbeknownst to Peter Parker, he is about to get more than he bargained for in a challenge, and _then_ some!

* * *

At the hospital, Otto has become completely infuriated with his staff, the nurse in particular for her constant screaming and cries for help.

" _Silence_ , witch! You'll bring the authorities to me, and that wouldn't be good for your health!" shouts Otto.

"Doctor Octavius, this is absurd! You can't possibly hope to conduct the type of experiments you want to in this type of environment! We're in a hospital room! You have no access to any kind of technology that would work with radiation!" explains the doctor in the white uniform.

"Quiet, fools! You're trying to distract me! Confuse me!" says Otto in a delusion.

* * *

Outside the building, Peter Parker, the famous red and blue super hero lands gently outside the room, grasping the wall with all 4 limbs, which, unbeknownst to him or anyone else not in the hospital, is holding the insane and out of control Otto Octavius. Peter then pulls himself upwards to get a good look at the situation.

" _Now, let's get a good look at what we've-_ " thinks Peter to himself before cutting himself off.

Peter's eyes become very wide at the sight of the situation taking place inside the hospital room. There, Otto Octavius, his former mentor and teacher, grappling a man in a black suit with one of his infamous mechanical arms, holding him high off the ground, while 2 other people cower on the ground in fear.

" _Holy Mackeral!_ _I-is that... Doctor Octavius?!_ " thinks Peter to himself, getting a better glimpse at his former teacher.

As Peter gets a better look inside, he sees his former mentor rambling on, shouting inaudible things which are unhearable thanks to the glass window separating him from the situation.

" _Oh, man! He must have been caught in the explosion last night! The radioactivity might have warped his brain!_ " thinks Peter to himself, not realizing how right he might actually be.

Peter continues to look on into the room, the horrifying sight of his instructor gone corrupt. Just then, Peter comes to a decision.

"I've gotta get in there before Doc does some real damage!" says Peter quietly to himself.

Peter then raises up his right hand and presses his middle finger into the palm of his hand, causing a short, but thick, strand of white webbing to burst from his wrist with a _thwpp_ , attaching it just above the window.

Peter then pushes his feet against the wall, causing him to launch off, still holding onto the webline. Peter then grabs hold of it with both hands as he begins to swing forwards, both legs stretched outward as he prepares to make his traditional entrance.

* * *

Peter then makes contact with the window, causing it to shatter with a _crshh!_ Everyone in the room then whips their heads into the direction of the famous web-slinger as he flies in.

"Hold up, Doc! Howsabout picking on someone who can actually fight back?!" asks Peter sarcastically.

"Spider-Man!" shouts Otto in surprise.

Peter then lands straight up on the ground, letting go of his web, arms at their sides.

"Well, who else did you expect? Peter Pan?" asks Peter jokingly.

Otto narrows his eyes glaringly.

"You dare speak so flippantly to me?! You idiot! By the time I'm finished with you, you won't be making any more of your pathetic little jokes!" exclaims Otto.

The lower tentacles then raise themselves upwards, preparing to throw themselves down on top of the teenager. The arms eventually do come teetering down towards the teen. Almost by instinct, Peter presses his feet into the ground and launches himself into the air, narrowly avoiding the tentacles as they make contact with the ground with a _crakk!_

"Those flappers aren't fast enough to catch Spider-Man, Dockey!" says Peter jokingly.

But before Peter can mount a quick enough defense, he is soon met by a hard, metallic object clocking him in the face with a _clagg!_ Peter's body then bends backwards with the force of the blow knocking him dry.

"Hey! Wha-" yelps Peter as he is knocked across the face.

Otto merely grins as his tentacle clocks the teenage super hero downwards.

"Surprised, Spider-Man? I am far more powerful than you could have ever imagined! More powerful than even _yourself_!" gloats Otto.

Peter then crashes into the back of the wall with a _thud_ , sliding his body to the floor as he does. He then slowly lifts his head up, only to see 2 long, mechanical limbs streaking towards him. Peter then raises both of his arms upwards from his limp body.

"Don't let that lone, lucky blow go to your head, pally! I've still got a few more surprises up my sleeve!" says Peter in a witty comeback.

Peter the presses the middle fingers on each hand into his palms, causing a thick, goopy, white ball of webbing to spray from his arms in a _thwpp!_ The webbing then covers itself all over the mechanical limbs, causing them to jam to a certain degree until the webbing completely binds both tentacles together. Otto raises his eyes under his glasses.

"Ah! Most ingenious of you! Your webbing!" gloats Otto in a sarcastic manner.

The currently entangled tentacles then begin to tug with unbridled force on the sticky substance until, eventually, they manage to free themselves from it with a _snap!_ Peter then widens his eyes in shock.

" _He broke my webbing!_ " thinks Peter to himself in shock.

Otto merely grins savagely.

"And now, Spider-Man, I grow rather _bored_ of our little game! My time is too valuable to be wasted on _you_!" says Otto arrogantly.

2 of the tentacles then begin to close in around Peter, snaking very fluidly as they do. Peter swiftly reaches out with his right arm and wraps his fingers around the left tentacle coming at him from the front. Peter then reaches out with his left hand and narrowly stops the right tentacle from colliding with his face, wrapping his fingers around at the base of the claw itself.

" _Ooof! He's got super strength with these arms! It took nearly all my strength to hold them back!_ " thinks Peter to himself.

But unbeknownst to the teen, however, the remaining 2 tentacles are snaking below the mad doctor, heading right for Peter's ankles. The teen fails to contend to this revelation when a familiar tingling begins ringing at the base of Peter's skull.

" _Spider-Sense! Wha-?!_ " thinks Peter to himself.

But before Peter can react to anything, a pair of metal claws wrap themselves tightly around Peter's ankles, taking the teenager by surprise.

"Yipe!" yelps Peter.

Just then, the arms yank themselves backwards, making Peter lose his balance. Peter pulls, yanks, and thrashes his arms and legs about, desperately trying to escape the doctor's grip as the tentacles tighten their hold on Peter's limbs. Otto merely grins savagely.

"Now, watch _me_ as I trap a spider in my own web... comprised of my mechanical tentacles! Your strength is that of a mere spider, whereas mine is the energy of the _atom_... born from a nuclear accident!" gloats Otto.

As Peter is slowly hoisted towards his former mentor, he tries to think of a strategy for escape, but fails.

" _I... I'm helpless! I can't fight all these tentacles at once! I-I don't know what to do next! He's just toying with me at this point!_ " thinks Peter to himself.

Peter is then hoisted face to face with the sneering doctor, still somewhat struggling for freedom.

"You dared to mock me before, why don't you mock me now?!" asks Otto.

Otto then slowly raises his right arm, and then yanks it in the opposite direction, making his hand come into contact with Peter's face, resonating with a _slap!_

"Where are your brave words and taunts _now_ , Spider-Man?!" asks Otto sarcastically.

The tentacles, not letting go of the teenager, then slowly float towards the open window, only to stop short by a few feet.

"Don't you realize that you've met your _master_?! You are now no threat to _me_! Away with you, _insect_!" shouts Otto in triumph.

The arms then give a sudden jolt, releasing their grip on Peter's limbs and sending him flying out the window, descending back towards the ground.

"Now then, I have no more time to waste! I have a world to save!" says Otto.

* * *

Outside, a barely conscious Peter continues to descend back down towards the earth below him. However, before the pavement could make a bloody pizza out of him, Peter is caught in the bright green leaves of a large, very healthy tree with a _flump!_ Peter then slowly begins to fall through the leaves, now semi-conscious, as the tree finally releases it's grip on the teen and sends him plummeting to the grass below it, causing him to collide with the ground with a _thump_ , limbs sprawled out on the ground.

"Oooohhhh..." moans Peter as he begins to come to.

Peter then slowly places the palms of his hands against the ground and begins to push himself up. After finally raising himself to his knees, Peter places his right hand behind his neck and begins to rub it slightly.

" _He... he beat me! I... I never had a chance! I didn't give him a good fight! He could've finished me off if at any time he wanted to!_ " thinks Peter to himself.

He then raises his left hand to his face and grabs hold of his mask with his fingers. Peter then pulls down on it, pulling the fabric covering off and revealing his messy, ruffled hair and blood-ridden lips.

" _What... what do I do now?! I've... I've never been beaten before, but this time, my spider powers weren't enough! Could this... could this be... the end of Spider-Man?!_ " thinks Peter to himself, pondering if this could really be the end of his career.


	21. Chapter 21: Confidence

Peter looks out his bedroom window, the sun beginning to set in the distance behind Townsville, a depressed look spelled across his face, as he continues to ponder his defeat at the hands of Otto Octavius, his former mentor. He is currently sitting at the desk in front of his window, chin in his hands, unable to think about anything else but his humiliating defeat.

" _Why can't I get over this?_ " thinks Peter to himself.

Peter then turns his head to the left to face his red and blue Spider-Man costume, strewn out on his bed like discarded rubbish.

" _Aww, who am I kidding?! I'm a failure... a joke! Spider-Man's nothing now!_ " thinks Peter further to himself.

All of a sudden, a _buzz_ is heard, not from Peter's skull, but from the edge of his desk. The teen turns to face his ringing cell phone, only to see the name 'Prof. U' titled in white lettering as the caller on the glowing blue screen. Peter reaches out with his left hand and grabs the phone with all 4 fingers. He then slides the green option to answer the phone towards the edge of the screen using his thumb and raises the portable electronic to his left ear.

"Professor?" asks Peter, answering into the phone.

" _Peter! Are you alright? I haven't heard from you all day! Blossom told me that you and her were supposed to go study and the library together but you never showed_." explains the Professor.

"Aww, I'm alright, Professor! Sorry for worrying Blossom. I'm just not feeling all that well today!" explains Peter.

" _Well, I do hope you feel better soon, Peter._ " says the Professor.

"Yeah, me too. Goodbye!" says Peter.

Peter then lowers the phone away from his ear and places it gently on his then turns to look back out the window as the sun sets further into the distance, turning more red and orange as the light of the day finally begins to die out.

* * *

Outside Peter's bedroom, a certain old lady, the last living relative of Peter Parker's, stands outside, concerned for her nephew's well-being since he arrived home earlier that afternoon with a solumn look on his face.

" _Peter's been moping around in there for hours. I hope he's okay._ " thinks May to herself.

She then turns around and begins walking back towards the staircase.

* * *

Meanwhile, on the other side of town, sinister deeds are afoot at the Townsville Nuclear Power plant. The plant's tall, concrete towers loom in the night as military personnel enter day in and day out. But on this fateful evening, no soldier or security guard could ever possibly hope to prevent the coming of a certain, metal-armed scientist looking to commit possibly one of the worst acts of terrorism that Townsville had ever seen.

A pair of boots are heard walking through the large, dark, concrete garage near the front entrance. The soldier was dressed in casual military garb; dark green with camouflage spots lining the entire thing, with shin-high, black boots. The soldier's face is cold and stern, almost lifeless, as he walks along the exterior of the building's entrance. However, as he walks along the concrete ground lining the exterior of the garage, he fails to notice 2 seemingly normal-looking, silvery pipes lining the walls and going into the ground. But as the guard passes along in his patrol, the pipes begin to slowly vibrate, wiggle, and shake as the seemingly come to life.

"Finally, he is gone! Now I can get to work!" says a German-accented voice from above.

The owner of said voice then descends from the ceiling along with 2 other "pipes", "pipes" which are seemingly living and wiggling around. The tentacles then make contact with the ground, allowing the figure to become level unto himself. The figure was currently wearing a yellow jumpsuit with purple highlights around the neck and groin area, as well as same-color gloves and boots. The pipes currently coming out of his back continue to snake about behind Octavius as he begins walking towards the entrance of the nuclear plant.

Once inside, the multi-armed doctor begins walking down the dimly-lit halls of the plant quietly, calmly, and casually, his arms slowly snaking and moving about silently.

" _Once I reach the control room, nothing will stand in my way!_ " thinks Otto to himself.

* * *

In the control room, 2 scientists wearing white lab coats sit in chairs surrounded by a multitude of computer screens, as well as the gigantic glass pane giving way to a view of the plant's basic functions. Behind them stand 2 security guards, stone expressions on their faces as they stand guard of the door leading from the hallway to the control room itself.

"So, ya catch the game last night?" asks one of the scientists to the other.

"Nah. My wife's been having trouble with the baby lately and I've been needing to help her." says the other scientist.

"Y'know, if ya ever need a babysitter-" says the other scientist just as he is interrupted.

"YAAGGHH!" shout the guards as they are hoisted into the air by what appear to be sentient, tentacle-like pipes... pipes belonging to one Otto Octavius.

"Wh-what _is_ this?!" asks one of the scientists frantically.

"A takeover of operations!" says Otto, smirking.

* * *

Seconds later, all 4 of the control center's original contents are outside the hallway, desperately banging on the now-locked door in an attempt to get back inside.

"Y-you can't be in there! You have no jurisdiction!" shouts one of the guards.

* * *

Inside, the doctor begins toying and experimenting with the various controls, trying to figure out his best course of action to continue his research. He simply grins madly as the pincers on his tentacles pull on various levers and push various buttons.

"At last, the world will know of my power, and they will soon bow down to the name of... _Doctor Octopus_!" shouts Otto, christening himself the latest super-villain to hit the scene.

* * *

The next day, at Pokey Oaks High School, all is normal at school. Students are mingling, teachers preparing for their next classes. All is well... except for one certain teenage friendly-neighborhood web-slinger. Peter walks silently down the halls, head hanging solumnly as he gently presses against the tightly packed together students filling the school's hallways.

" _Still can't believe that I lost!_ " thinks Peter to himself.

As Peter continues to walk, oblivious to where he is going, he barely notices 3 teenage Powerpuff Girls standing against their lockers, looking on with concern as their leader's boyfriend walks aimlessly to his next class, his face making him look as if he had just lost his last friend.

"Jeez. What's wrong with Peter?" asks Buttercup, her emerald orbs trained on the nerdy teenager.

"Dunno. Professor said he called him last night. Said he wasn't feeling well and had to blow off our study date." says Blossom, her eyes also not taking themselves away from Peter.

Bubbles then turns her head in the direction of her "eldest" sister, her eyebrows raised in confusion.

"Study date?" says Bubbles, confused.

Blossom then turns her head to face her "little" sister.

"Yeah. Remember? I said that me and Pete were gonna go to the library and study for that calculus test we have on Friday." explains Blossom.

"Oh." spits Bubbles.

Blossom continues to look on at her seemingly disheartened boyfriend, pondering what could possibly be the matter. Blossom then looks down and raises her left arm in to view, looking at the tiny, red scab wounds still there from when the Scorpion's fangs had proven themselves strong enough to pass through the flesh of a Powerpuff Girl (or a Rowdyruff Boy, for that matter.), as he had bitten her during his attack on the school. She then closes her violet eyelids over her pink orbs as goosebumps begin to rise over her skin. She then shivers slightly. Buttercup turns to her sister in concern.

"Bloss, you alright?" asks Buttercup.

"Y-yeah. I-I'm fine. Just... got things on my mind. That's all." says Blossom in reply.

All of a sudden, a humming is heard in the right pocket of Blossom's navy blue jeans. She reaches down into the pocket with the corresponding hand, jumbling around for her IntelBerry. She then pulls her fingerless hand out of her pocket, her pink phone included, and raises it to the right side of her head.

"Ms. Bellum?" asks Blossom.

A frantic, deep, female voice blurts through the phone.

" _Girls! We have a major problem!_ " shouts Ms. Sara Bellum into the phone, her voice filled with desperation.

* * *

The walk home from school had been one of solemnness for Peter Parker. Under normal circumstances, well, as normal as they could get when you receive the abilities of an arachnid from a radioactive spider bite, he would have immediately headed into the city of Townsville in order to begin his usual patrol as the Amazing Spider-Man. But today, things are different, for Spider-Man's humiliating defeat at the hands of Otto Octavius have shaken up Peter's spirit. After what had happened at the hospital the night before, there couldn't be any possible way that Spider-Man's masked face could show up in the city's streets again, even with a psycho scientist like Otto Octavius running amok.

But before he can think about what to do, a soft, familial voice perks up from behind him.

"Peter! Wait up!" shouts Blossom from a couple yards behind.

Peter then turns his head around to face his Chemical X-powered girlfriend gently flying towards him, leaving a faint trail of pink light behind her.

"Blossom!" shouts Peter faintly.

Blossom then gently lands in front of her boyfriend, looking straight into his hazel eyes. Blossom then closes her purple eyelids and raises herself to meet Peter's lips before giving them a soft _peck!_ Blossom then lowers herself back down before opening her eyes again to look at her boyfriend. Peter then turns back and the two begin walking side by side one another.

"I got a call from the Mayor today at school." says Blossom, trying to strike up conversation with her unusually quiet boyfriend.

"Oh, yeah? What'd she have to say?" asks Peter, his tone noticeably dull.

Blossom furrows her brow slightly, before deciding to continue with her story.

"She, uh... she said that Doctor Octopus is holding up a nuclear power plant and wants ransom money." explains Blossom.

Peter then turns, eyes widened.

"W-wait! Doctor _Octopus_?!" asks Peter.

"Err, y-yeah. Believe it or not, Otto Octavius was the one who caused the explosion at the Radiology Department the other day!" says Blossom, still shocked by the news herself.

"W-wow! Really?!" asks Peter, only half shocked, as he had fought Octavius at the hospital yesterday, that remaining part he hadn't fully known about.

"Yeah! He woke up at the hospital and went mad! He tried to commandeer some of the hospital staff into his assistants and his room into a laboratory but, according to Ms. Bellum, was interrupted by Spider-Man." explains Blossom.

"Oh, yeah?" asks Peter, at least pretending to be surprised as to not blow his identity.

"Yeah, and after that, Octavius threw Spider-Man out the window and escaped. He went to the nuclear power plant and started calling himself Doctor Octopus! He wants over $3,000,000 in ransom money from the Mayor so he can continue his experiments." finishes Blossom.

Peter then blushes in embarrassment over having to hear of his defeat at Octavius' tentacles, but his thoughts also begin to race at the news of the mad doctor taking over the nuclear plant on the other side of the city. That could pose a serious hazard to the safety of everyone in Townsville. Blossom then notices Peter's blushing and tilts her head.

"You alright?" asks Blossom in concern.

"Er... y-yeah. I'm fine." says Peter.

Blossom then tilts her head to the side slightly, looking uncertain at her boyfriend. She then narrows her eyes some.

"Why don't I believe that?" asks Blossom with an interrogative tone in her voice.

"I-I dunno. Why _wouldn't_ you believe that?" asks Peter.

"Because I can tell by the tone in your voice that you're not alright. _Clearly_ something happened last night that caused you to miss our study date and it's bothering you." says Blossom.

"Listen, I'm okay! Really! I just..." says Peter, trailing off.

"'I just...' what?" asks Blossom.

"I just... wasn't feeling well last night! That's all!" says Peter.

Blossom narrows her eyes slightly, giving a glare to her obviously-lying boyfriend.

"Peter... _tell me the truth_." demands Blossom.

Peter opens his mouth, attempting to make up some kind of argument or defense, but then shuts it when Blossom's glare eventually becomes too much for him to resist. Peter then closes his eyes and sighs through his nose.

"I uh... something happened. I did something really stupid. It was brave, but stupid. I feel humiliated because of it, like, I can't show my face to the world any more..." explains Peter without giving away too much detail, lest he'd want to blow his secret identity.

Blossom then stares for a moment into her boyfriend's eyes, and then begins walking past him, down the direction of the street that Peter's back had currently been facing. She then grabs hold of Peter's left hand and begins pulling him along, much to the surprise of Peter.

"Hey! Wha-!" yelps Peter in protest.

"Walk with me." says Blossom.

Peter, albeit reluctantly, does so, getting right next to her in order to walk right next to her form.

"Listen, I've had days where I have to face a challenge that looks or even feels greater than myself, wether it be losing a fist-fight with Princess Morbucks or just forgetting to study for a test. I've been there through and throughout." explains Blossom, trying to get through to her boyfriend.

Peter then takes this in for a moment. He hadn't thought of it before, but what Blossom had just told him is absolutely true and on point... more than she would ever realize.

"But it doesn't mean I gave up. Whenever I came across a challenge, no matter how big or small it's scope may be, I always found the strength to at least try to overcome it, so that at the end of the day, I can go home knowing that I at least tried to put in the effort to accomplish the task at hand!" finishes Blossom.

Peter widens his eyes in shock and bewilderment.

" _She's... she's right! By golly, she's absolutely right!_ " thinks Peter to himself.

Blossom then begins to walk right ahead of her boyfriend.

"I've gotta go. I've gotta regroup with my sisters at home so that we can work out a strategy to defeat Doctor Octopus." says Blossom as she continues walking down the street, leaving Peter there to gawk.

Peter then stands there, bewildered at the advice his girlfriend had just given to him. Peter, like always, retreats back into his mind to process this before making a decision.

" _Blossom was absolutely right! I can't give up now, not when there's so much at stake! With Octavius' mind as damaged as it is, there's no telling what kind of horrors he could bring onto the city with that much radiation at his disposal! I've got to stop him! I can't ever renounce my Spider-Man identity again, no matter how hard things might get!_ " thinks Peter triumphantly to himself, declaring that Spider-Man must live again.


	22. Chapter 22: Rematch

**Wassup, humans?! Sorry I haven't been very active lately. As I've said before, a combination of school life and pure laziness has thrown this story off track. I was originally going to get the Scorpion chapters uploaded over the summer and the Doc Ock chapters before Halloween, but... stuff happened XD! This month, tho, alongside the Ock chapters, I've got 2 more villains lined up (one specifically a Christmas story for y'all.) to be released before New Years!**

 **Now let me shaddup and allow y'all to enjoy the finale of the origin of Doctor Octopus!**

The stars shine and glimmer as the moon rises high into the October night sky. The clouds partially cover the sky, giving the normally blue-ish black color of the sky a pink-ish tint to anyone with keen eyesight would notice something odd coming from the Townsville Power Plant, in spite of the night sky; almost an entire garrison of police officers and army personnel had surrounded themselves around the entire structure of the plant. With them, 3 familiar teenage super-heroines, wearing signature green, blue, and pink colors, floating above the vehicles…

"Well, what are we waiting for?!" asks Buttercup impatiently, her arms crossed over her chest.

Blossom whips her head into the direction of her ravenette sister, a displeased look on her face.

"We can't just barge in there! In case you forgot, Doc Ock's holding a nuclear power plant hostage! If we startle Ock, he could shut down the entire plant, and tons of radiation would be released into the city!" explains Blossom, scolding her sister.

Buttercup then scoffs and turns her view back down towards the ground. In spite of never being one for plans (being the Toughest Fighter, and all.), Buttercup had grown more respect for her sister's plans as the years had passed, even if she didn't show it.

Bubbles, on the other hand, had always admired her "older" sister's planning and thoughtfulness, even if she never agrees with resorting to violence all the time. She then perks up her voice a little bit.

"H-hey, Blossom?" asks Bubbles.

"Yeah?" responds the Commander and the Leader, not once taking her eyes off the unstable reactor.

"H-how will Ock be able to release all the radiation into the city? Just out of sheer curiosity…" asks Bubbles.

"He can electronically lower the lead shielding that holds the radiation inside the reactor, which would, in turn, let it out. The radiation would escape the plant itself and could spread into the city in a couple of ways. explains Blossom.

"What are they?" asks Bubbles.

"Well, the first is that wind could pick up highly radioactive air particles and carry them right into the city. The second is that the radiation could leak into the pond behind the plant used to cool the reactors and then spread into the city's drinking water supply." explains Blossom.

* * *

But while the 2 sisters are discussing the fate of the plant, only about 150 feet behind the plant, into a large patch of woods, a familiar red and blue, costumed figure awaits in the shadows, looking on from afar, waiting to launch himself into the plant in order to have his rematch with one certain Otto Octavius, now known by his other name of Doctor Octopus.

" _I've gotta get inside... somehow..._ " thinks Peter to himself.

But as for his plan, he definitely couldn't be seen. Too many questions would arise. If any of the military personnel were to catch him, then there would be no possible way that Peter could get inside the plant undetected. The teenager then looks to his sides, only to see 2 tall, thick trees right next to him. An idea formulates in his head.

" _I wonder if..._ " thinks Peter to himself.

* * *

" _Ohmanohmanohmanohmanohman... !_ " thinks Peter frantically to himself as he flies through the air faster than a speeding bullet.

Using those trees as a base for his web-slingshot had been a pretty crafty idea, but even at that, it wouldn't help Peter needing to pull up his mask at any moment to let out his lunch. As Peter continues to soar through the air, silently, he soon turns his body upwards in order to kick his legs forward in order to safely land on the ground behind the plant.

Closer...

closer...

closer...

 _Thud!_ Peter makes impact with the ground, leaving a small crater as a reminder of his point of impact.

" _Whew! Made it!_ " thinks Peter to himself.

Peter then begins to walk towards the tall, grey wire fence. He then reaches up and places his fingers through the holes in the fence and begins to scale upward, putting his toes in between the holes in the fence closer to the bottom. Eventually, Peter reaches the top of the fence and silently hops on one of the posts, perching atop it.

" _Finally! Now then... this is where the hard part begins!_ " thinks Peter to himself.

* * *

In the control center of the plant, Octavius merely sits in the central chair, hands behind his head and feet kicked up on the control panel, overlooking all the security screens connected to the various cameras throughout the plant itself, his mechanical tentacles gracefully wiggling around as they work the various buttons and switches controlling the various functions of the plant. While looking outside some of the monitors, however, Otto notices the large military presence surrounding the exterior of the plant, plus those accursed Powerpuff Girls, to which the multi-armed scientist merely scoffs at.

"Mindless underlings! They are no match for the might of Doctor Octopus!" gloats Otto, smirking.

But before Octavius can revel in his victory, a loud beeping begins going off in the room, startling the doctor and causing him to sit upright.

"What?! What is happening?!" shouts Otto out loud.

Otto then looks on some of the lower left screens of the monitors, only to witness a very particular someone quickly sprinting down the halls of the plant, someone wearing a familiar spider-themed onesie. Otto widens his eyes and grits his teeth when he sees the image of his old arachnid enemy running up and down the hallways.

"Spider-Man?! How did he get in here?!" asks Otto out loud.

Otto then raises himself from the chair, turns, and begins to walk towards the door leading out into the hallway, intending to confront his arachno-adversary.

"If it's a fight that the accursed arachnid wants, then it's a fight that he will receive!" declares Otto.

* * *

Peter himself had never been in to many laboratories in his life. Back when Otto Octavius was still teaching at Science Camp (long before he became a deranged super-villain with 4 metal arms coming out of his back.), he had a small laboratory that only the most prestige of his students could work in, and Peter had been one of those kids. Peter had also been in the Professor's lab beneath the Utonium household a couple of times, due to the fact that the older scientist had taken Peter under his wing as his protege...

...but never before did Peter ever think he would end up in basically what would be the evil lair of a mad scientist. Even after watching old black-and-white flicks about Frankenstein or something, not once did Peter ever imagine he would actually be _in_ the Frankenstein movie. To Peter, this whole experience with fighting mad scientists had given him a new perspective, especially if it impacted his personal life, what with Mojo turning Pete's bio partner into a giant scorpion and Ock being one of his old teachers. These mad scientists, as quirky as they are, had turned out to be very dangerous threats, very _real_ threats, to the world as we know it.

" _Gotta find the control center. Find that, find Ock. Simple as that._ " thinks Peter to himself.

But as the crimson- and cobalt-colored super-hero scours the dark, dimply lit halls of the complex, he makes a note to never underestimate the creepiness of those old Frankenstein movies again.

"Doc Ock's _gotta_ be here somewhere... !" whispers Peter to himself.

But just as Peter finishes that sentence, he gets his answer in the form of a tingling sensation at the base of his skull.

" _Spider-Sense!_ " thinks Peter quickly.

Peter then pushes his feet into the ground, making him fly high into the air just as a pair of metal tentacles smash into the spot he had been previously standing in, a loud _wham_ resonating across the hallway. Peter then lands in a crouching position, looking back at the spot he had just leapt from... and the enraged, multi-armed scientist wearing the yellow and purple jumpsuit, a deep-seated grimace spread across his face.

"You will not get away from me alive _this_ time, arachnid!" says Ock.

"Oh, really? Wanna bet?" asks Peter sarcastically.

Peter then raises both of his arms in front of him and presses his middle fingers into each of the palms of his hands, allowing a long, white web to fire out of his wrists with a _thwpp!_ The webbing wraps itself around the living poles, ensnaring them.

"Bah! The last time you tried this trick on me, it failed you! Just like it will this time!" shouts Ock.

The tentacles then begin to pull with the face of an ox, until finally... _snap!_ The tentacles are free from the thick, sticky substance once more.

" _Ock's right! I'll never be able to get close enough to him to land a hit with those tentacles flailing all over the place!_ " thinks Peter to himself.

Peter then turns his body and begins to sprint further down the hallway once more in order to regroup and come up with a plan.

"Ha! You coward! I'll deal with you yet, Spider-Man!" gloats Ock.

* * *

The grey, metal door barges down with a _wham_ as Peter desperately rushes inside, only stopping a few feet inside when he notices the elaborate laboratory setup taking place. Grey-ish but counters lined with various beakers, vials, and cups containing various colorful chemical substances.

"I've gotta find some way to immobilize at least _some_ of those arms!" says Peter out loud to himself.

Peter then steps towards the setup, an idea popping into his head. He then reaches out and picks up some of the vials with both hands, analyzing them carefully.

"And I think I've got just the way to do it!" says Peter, intending to use his scientific expertise to win this day.

* * *

In the control center, metal pincers are pushing colorful buttons and pulling various levers in an attempt to booby trap the entire power plant itself. The man controlling these tentacles smirks evilly as his mechanical limbs meticulously take command of the various switches and controls.

"That accursed arachnid won't know what hit him until he's squashed under, like the _ant_ to my _boot_!" gloats Otto, speaking like a true evil mastermind.

Just then, one of Otto's tentacles pulls down on a certain and very important lever... the one which controls the apparatuses holding several heavy machinery.

* * *

The main complex area of the Townsville Nuclear Power Plant had been, for all intents and purposes, as big as a football stadium. One large, metal room with _tons_ upon _tons_ of vehicles and heavy machinery used to further upgrade the plant and it's security systems (a lotta good that upgrading the security did given the current circumstances.).

But within the dim-lit part of the facility, a certain crimson and cobalt figure, a web-like bandolier wrapped across his chest lined with small vials filled with colorful chemicals, walks around the room, looking every whichaway for his multi-limbed nemesis.

"These acid compounds should do the trick. All _I've_ gotta do at this point is find Ock!" says Peter out loud to himself.

But before Peter can ponder that move, a sensation is felt at the base of his skull. A tingling sensation.

"So you've finally decided to show yourself, eh, O-" says Peter, turning his body while stopping mid-sentence.

A large, thick shadow envelops itself over Peter just as the teenager turns around, only for him to see a huge, grey, cube-shaped piece of machinery, something that one could assume to be for something involving the reactor, descend towards the ground... right on top of him.

"Hoo, mama!" shouts Peter.

Peter then pushes into the ground, launching himself into the air just as the machinery collides with the ground with a loud _crshh!_

"That the best you've got, Ock?!" asks Peter sarcastically.

" _Alas, you will not have to wait long to see the best I have in store for you!_ " shouts Ock over the speakers.

Before Peter can ponder this threat, tingling, very _strong_ tingling, at the base of his skull directs him to look behind himself.

" _Now what?!_ " thinks Peter to himself.

Before Peter can react, though, he pushes his feet into the ground, jumping as he very narrowly avoids some kind of pink-ish green laser beam flying directly towards him.

"YEOW!" yelps Peter as he barely avoids getting cooked alive by the laser beam.

"Seems your best is nothing but the joke of a washed-up comedian, Ock!" jokes Peter, smirking beneath his mask.

* * *

In the control center, a pair of purple hands are seen slamming on the control panel with a _thud!_

"ARGH! How does he do it?!" asks Otto out loud to himself.

The mad scientist then turns to face the door and begins walking towards it.

"Fine! I'll do it _myself_!" declares Otto.

* * *

Out of all the villains Spider-Man had fought up to this point, none of them could compare to Doc Ock and his deadly tentacles. Those tentacles could even give Scorpion's tail a run for it's money. But even as Peter subconsciously tries to place Ock on his "Top 10 Villains Who've Made Spider-Man Into a Bruise Magnet" list, he still looks ahead at the task at hand, trying to place the location of the control center to this place.

"Now, if _I_ were a psychotic megalomaniac, where would I hide?" asks Peter out loud to himself.

"I have no need to hide, Spider-Man." says a thick, German-accented voice from behind.

Peter then turns around, only to come face-to-face with the one and only Otto Octavius, otherwise known as Doctor Octopus. His arms flail smoothly and gently around his body.

"So, I see that you've decided to show yourself at last, eh, Ock? And here I thought you were just an awful host!" says Peter jokingly.

"I didn't come here to _amuse_ you, arachnid! I came here to _squash_ you!" shouts Ock.

Just then, the two upper tentacles begin flying towards Peter, pincers outstretched. Peter then reaches down with both hands and takes hold of 2 of the chemical-vials.

"This should take care of those flappers you've got there, Ock!" shouts Peter.

The teenager then throws the vials of green and blue chemicals, respectively, at the arms. Seconds later, the vials impact, smashing oh-so easily with an almost silent _smsh_ noise as the chemicals spill onto the ends of the tentacles. Within only a few moments, the metal begins to liquify as a chemical-reaction begins taking place on the arms, melting them into scalding, liquid steel. Otto then rears up and covers his face with his hands, seemingly in pain.

"AAAAAAGGGGHHHH! M-my arms! Th-the p-pain! It's... UNBEARABLE!" roars Otto in pain.

Peter raises his brow beneath his mask in confusion.

"Wait, you can feel your tentacles being melted?" asks Peter.

"Of _course_ I can, you imbecile! When my arms were fused to my spine in the accident, I was granted a telepathic link with them! _I_ feel as _they_ feel!" explains Otto.

But as Otto finishes that sentence, an idea pops into Peter's head. Peter then smirks deviously beneath his mask.

"Ock, as sorry as I am for doing this, I'm kinda not sorry at the same time!" shouts Peter.

Peter then begins to run towards the mad doctor, using his flailing tentacles and his pained state as a distraction. But in case the doctor were to pull a surprise trick against the web-slinger, Peter has a backup plan for how to deal with such a thing.

"Hey, Ock!" shouts Peter.

Otto briefly looks up, still wincing in pain. But as he does, a _thwpp_ sound is heard in his ears as a white substance lands on his face, blinding him. Otto then reaches up and begins to pull at the webbing, desperately trying to get it off.

In front of him, Peter continue to run towards him, now being more conscious to avoid the melting steel on the tips of the upper tentacles as well as the equally dangerous lower ones. But as Otto continues to pull at the webbing, Peter continues to get closer...

closer...

closer...

and even closer...

...until he is finally only a few inches away from his former mentor's face. Just then Otto finally tears the webbing off with a _srhip_ noise to be heard, only for the first thing to meet his restored vision to be a pair of chrome lenses attached to a red mask with a web-pattern running from the middle across.

"Hey, mind if I give your _gorgeous_ mug a _makeover_?" asks Peter sarcastically.

But before the scientist can respond, he is met with a red and lined-black fist colliding with his jaw with a _wham!_ Otto is then sent trembling to the ground with a thud, along with his tentacles, unconscious. Above him, Peter, still wearing the bandolier with some of the chemicals remaining, stands, panting.

"Sorry, Doctor Octavius... but in all fairness... you deserved it... for _throwing me out a window_." says Peter in-between pants.

* * *

Only a mere 20 minutes later, the authorities and the Powerpuffs had gotten the entire plant secured... along with one Otto Octavius strung up in the main hallway, tied in a huge bundle of white-colored webbing. But while Buttercup aids the authorities in picking up some of the machinery debris caused when Octavius tried to, unbeknownst to them, destroy Spider-Man, Blossom, along with one Captain George Stacy, is in the control center, helping to redirect most of the systems manipulated by Doctor Octopus for his purposes.

But as Blossom helps the Captain, along with a few analysts, get the control center, well, back under _control_ , a familiar, high-pitched voice is heard ringing from the hallway. Blossom then turns her head to face Bubbles entering the room in a blue flash.

"Bubbles! What is it?" asks Blossom.

"Sergeant wanted me to hand this to you." says Bubbles, handing Blossom a small slip of paper.

Blossom raises a brow in confusion.

"Well, what is it?" asks Blossom.

"Dunno. Found it on Octopus." says Bubbles.

The Joy and the Laughter then dashes out of the room once again in a streak of bright blue light. As she does, the leader flips the slip over to read the text written on it. George then looks up at her in concern.

"What does it say?" asks George.

"Says 'One chopped and boiled calamari, courtesy of your Friendly Neighborhood Spider-Man'!" says Blossom.

George then smirks.

"So, he was here after all." says George.

Blossom turns to face the aged police captain.

"Yeah. Guess he was." says Blossom.

* * *

At the Utonium household, specifically in the bedroom of the Powerpuff Girls, Blossom, now in her "comfy clothes" consisting of a pink t-shirt and black sweatpants, sits on the girls' shared bed, reading a chapter book she had purchased from the school library less than 3 days ago. But as her large, pink eyes skim the page, she is interrupted by the sounds of _knocking_ by the 3, circular bedroom windows. As she looks up, though, she sees something no teenage girl would ever expect from outside their window, as there, on the farthest right window, sits the face of the all-Amazing Spider-Man peering in through the window.

"What the?!" yelps Blossom lightly.

She then floats off the bed, headed towards her window. She then peers outside, her pink orbs staring right into the thin, chrome lenses of Spider-Man's mask, the super hero sticking to the wall on all fours.

"Hey." says Peter, casually, as if he were talking to Blossom out of costume.

"Hey. Nice work taking care of Doctor Octopus." says Blossom.

"Thanks." says Peter.

A moment of silence.

"So, what're you doing here?" asks Blossom.

"Just wanted to say thanks." says Peter.

"But you alrea-" says Blossom before being interrupted.

"Not for that. For inspiring me. Had it not been for you, and I do mean you in particular, Blossom Utonium, I probably never woulda had the courage to go back and fight Doc Ock. Had you not been there, Spider-Man might have been finished!" explains Peter, careful not to give away his secret identity.

But before Blossom can question the web-headed vigilante's thank-you anymore, he turns his body, juts out his right arm, presses his middle finger into the palm of his hand, and squirts a long, thick, white web with a _thwpp!_ As the web latches on to the nearest lamppost, Peter then turns back to face her.

"So long, Blossom! I'll see ya around!" says Peter.

He then pushes himself off the white wall and begins swinging off, leaving Blossom there to gawk in confusion, as well as rub the back of her head.

"B-but wait! I don't get it! What did _I_ do?!" asks Blossom to herself, now very confused.

 **Finally got this saga done, too! Next up, it's movies, mayhem, and a familiar Boy Genius as Spidey and the Powerpuffs take on the Menace of...** **MYSTERIO!**


	23. Chapter 23: The Dome

**'Sup, my fellow m8s?! Coming back at'cha with the latest chapter in this story I never thought would take off so much! Seriously, thank y'all for all the love and support for this story Means a great deal to me!**

 **Anyways, we have yet another classic villain this time around (albeit with an oh-so** **slightly altered origin :D)... the magician who can make a fishbowl work with a costume, MYSTERIO! Only this time around, a certain Boy Genius we're all acquainted with from one degree to another will get involved.**

 **In short, ladies and mentalgents... welcome to the MARVEL AGE of CARTOON NETWORK!**

In the following weeks after the "nuclear scare" in Townsville caused by Doctor Octopus, the city had once again returned to it's state of normalcy, or as normal as you can get when you have a town being watched over by 3 super-powered teenage girls and a man with the powers of an arachnid wearing red and blue spandex.

But even at that, what with the lack of super-villains holding the fate of the city at stake, the amount of normal street thugs had begun to skyrocket sporadically, trying to rake in the profit that the super-villains simply wouldn't take. Fortunately, the city's 4 super-heroes had been extremely active in response to this…

* * *

"...and that _purse_ simply does _not_ go with that _jacket_!" says Peter, jokingly, as he holds the terrified-looking criminal with only his right hand by the collar of the crook's brown jacket.

Behind him, a brunette, African-American woman wearing a purple dress with black high heels is leaning on the brick wall in the alley, panting slightly as she witnesses the costumed crime-fighter holding the man who had just tried to mug her for all the green slips of paper in her purse.

Just then, Peter releases his grip on the criminal, causing him to fall back to the ground, his buttocks making contact with the ground with a soft _thud_ noise. Peter then raises and aims his left arm right at the criminal, presses his middle finger into the palm of his hand, and with the _thwpp_ , the mugger is caught in an extra sticky glob of white webbing.

"Hope you enjoy prison. I hear that it's _very_ comfy at this time of year!"

Peter then reaches down into the "belt" of his costume with his left hand, digging for something. Seconds later, he pulls out a small slip of white paper. He then reaches out and gently places it on the webbed-up criminal, using his webbing to attach it.

"Now the police'll know which Friendly Neighborhood web-spinner to thank for this wonderful deed!" says Peter, jokingly.

He then turns to face the victimized woman, him holding her blue purse in his hand. He then reaches out with it, trying to politely hand the woman her purse.

"My lady, I do believe that this belongs to you!" says Peter.

The woman glances at her purse for a moment, then back into the chrome lenses of Spider-Man, then back at the blue bag. Slowly, but surely, she reaches out and eventually clasps the purse. Peter then lets go of the small accessory, allowing the victim to take full physical possession of it. She then closes her eyes and lets out a small exhalation of air in relief.

"T-thank you, S-S-Spider-Man." says the woman.

"Hey, no problem! Just acting the good samaritan, as all!" says Peter.

Peter then turns his body around, juts out his right arm, presses his middle finger into the palm of his hand, and seconds later, disappears into the white, cloudy Friday afternoon faster than you can say _thwpp!_

" _Can't wait to see Blossom's vampire costume. Bet she's gonna look killer wearing it. Only hope that she likes my pirate costume I have in mind._ " thinks Peter to himself as he continues to swing through the cool, afternoon skyline of Townsville.

But even as the proclaimed World's Greatest Super-Hero swings through the air with such gentle and amazing grace, elsewhere, oblivious to him, dark forces manifest themselves, preparing to rear their ugly heads...

* * *

" _Hey, no problem! Just acting the good samaritan, as all!_ " says Peter.

On the large screen, the scene from earlier where-in Peter had captured that mugger plays again for the 7th time in a row. The picture on the screen itself illuminates the otherwise pitch black room. In front of the computer, a fixed, black, rotating chair is stationed. In said chair, a very particular, silhouetted person sits, his thin, pointed glasses staring evilly up at the screen.

"You interest me very much, Web-Slinging Wonder of Days." says the figure in a nasally, yet deep, tone of voice.

He then reaches out with his right arm and, with his index finger, gently presses a button on the control panel. The footage on the screen then switches from Spider-Man capturing a mugger earlier that afternoon to another, more notable and striking battle from only a few weeks earlier… one battle against 2 arachnid-powered titans. The figure then slouches back in his chair more to watch and observe the footage.

As the picture comes onto the screen, Peter slams into the concrete with such force, his body going limp. All of a sudden, he is suddenly picked up by a pair of large, green, talon-like hands. He is then thrown towards a nearby lamppost, colliding into it with a _crkk!_ In front of the downed hero, his adversary awaits.

" _HAHAHAHAHA! HAHAHAHAHAHA! How do you like that?! I defeated Spider-Man! Taken out by the one, the only... SCORPION!_ " shouts the insane Mac Gargan, relishing in his victory over Spider-Man during their first confrontation at Pokey Oaks High School.

The figure narrows his eyes in a very sinister-looking way.

"At first, I thought that this would be your endgame, Spider…" says the figure.

He then leans over in the chair, again, and once again presses the same button he did earlier in the same exact fassion.

"...but how wrong I was." says the figure.

The footage then switches from Scorpion defeating the Webbed Wonder in front of a high school to them fighting inside of a very familiar volcano-top observatory.

" _That's it! Calling me names is one thing, but no one, and I mean no one, talks trash about my mother!_ " shouts Mac as he begins to sprint right towards Peter.

But just as the Scorpion begins to pounce on top of Peter, the teenager leaps right out of the way, allowing the other teenage arachnid to send his fish colliding into the control panel with a _crsh_ , sending many thousands of volts of electricity seething through his suit.

 _"YAAAAAAAAAAGGGGGGAAAAAAGGGGGAAAAGGGGHHH!"_ shouts Mac in pain as shock follows shock throughout his body.

The screen goes black once again, leaving the figure's silhouetted form sitting in complete and utter darkness, pondering to himself.

"I've seen what those Powerpuff Girls can do and have done in the past, but for the longest time… I've deemed them to be no threat to me. But as time passes, they grow stronger, and thus, become an even graver threat to my plans. And now this _Spider-Man_ appears on the scene, and he has proven himself to be a far greater threat to my plans than I originally anticipated. Under normal circumstances, I'd merely confront these heroes anonymously, mainly through either robots or genetic monsters, but given the circumstances…" says the figure, trailing off.

He then rises from his chair, now standing upright. He then begins to walk along the darkened laboratory, skimming through pitch black to a specific area which is illuminating a blue-ish light. As the figure nears the light, his features become much clearer and more noticeable. His head was shaped very much like an upside-down squash plant. Thick, black hair poured down the locks of his head. On his face, a pair of triangle-shaped glasses sit just on his eyes. He was wearing a white, button-up shirt, with blue-colored shorts coming just above his knees. On his ankles resided black socks which went up to his shins, and brown shoes on his feet.

The figure then comes to a halt, giving off a sinister smirk as he does. As he looks on, we see a glass display case with a yellow light shining inside it. Inside, a costume is propped up.

The costume itself was a very shamrock-green color, with almost a scale-like pattern running along the entirety of the bodysuit itself. The boots, sitting just below the bodysuit itself, were primarily golden, though the rim near the top became more of a orangey color. The gloves, located near the forearms of the costume, 2 gloves are propped up. They were just like a normal hand for the fingers, although it became more box-shaped near the top. Behind the bodysuit is a count cape. The cape itself was red on the outside, and the back, ever so-slightly, showed mainly a deep, violet color, while gold lined the very edges of the cape itself. Last, but not least, the helmet. The helmet, in and of itself, is nothing too out of the ordinary, except for it's dome-shape, which gave it the appearance of a giant-sized fishbowl.

Outside the case, the figure smirks.

"Now, it is time to set my plans into motion..." mutters the figure.

* * *

Moments later, the sound of a hydraulic door opening is heard, specifically this hissing ssssss noise. Purple-hued smoke pours like ash from a volcano eruption out from the doors as they slide open. From amid the smoke, a silhouette emerges, eventually turning out to be the individual from earlier, now wearing the costume from the case. As the individual continues to step forward, cape flowing gently, he chuckles to himself.

"And alas, it begins." says the individual, his voice now sounding much more echo-ey and moduated.

"Soon, I, Mandark, Boy Genius, will be rid of that meddlesome arachnid, once and for all! And anything short of Dorkster will not be a threat to my plans! HAHAHA! HAHAHAHAHA!" says the individual.

Mandark then reaches out with his right hand and presses a button on his left gauntlet using his index finger. He then throws his hands up into the air maniacally and begins to speak.

"But I won't be doing it merely as Mandark. Oh no, soon the whole world will know my name… the name of… MYSTERIO! HAHAHA HAHAHAHA!" shouts Mandark, laughing in glee, as he prepares to set his plan into motion.


	24. Chapter 24: Offerings

In another location, one very similar to Mandark's laboratory, we see a similar scene taking place of someone looking at screens from his own past, only this time, the figure-in-question is someone who looks much different than Mandark. Much different.

First of all, he was moderately small, but not small. He was also wearing a white lab coat around his body that went down the entirety of his arms. Purple lab gloves covered his hands. His legs were covered by dark blue pants, and thick, black boots resided on his feet. Finally, his face. The same kind of glasses Mandark wears. Freckles lined his cheeks. At last, his thick, curly, orange-auburn mane on top of his head, looking very much like a combover.

"This is... _interesting_." says the figure in a Russian-Italian accent, no doubt deepened by puberty.

He then stands up on his own 2 legs to get a better look at the screen. The screen, in and of itself, shows what appears to be _very_ shaky cell phone footage taken in broad daylight. In it, 2 small and colorful blurs, one red and blue with the other a combination of black, red, and green, are seen moving about together in the middle of what appears to be open airspace. _The first battle between Spider-Man and the Vulture_.

"Townsville... _perplexes_ me. I have known of these Powerpuff Girls since they were created, and that was _many_ years ago, but now this... _Spider-Man_ appears. I wonder if there is a chance I could possibly obtain a blood sample of Spider-Man's blo-" says the figure before being interrupted.

A loud beep noise is heard blazing throughout the lab, causing a flashing red light to shine all around the facility's hardware, structures, and inventions. The figure soon begins racing off towards the sound of the alarm.

"What's going on?!" cries the figure.

He finally arrives at the location of the blaring alarm; a large, dome-shaped structure with many blue-ish panels covering it. On the center, though, sits a red, slightly-blinking light. He then raises his right hand into the air and slams it down on the button with a thud! All of a sudden, the lights, the blaring, everything stops, causing the lab to go back to it's normal blue-ish color.

"Computer, what's happening?!" asks the figure.

A robotic, ladylike voice responds.

" **It would appear that a large plume of green smoke is flying above the street.** " responds Computer.

"Plume of smoke?" says the figure, confused.

He then takes a moment to ponder this, crossing his right arm over his chest while putting his left hand over his chin.

"Can you pinpoint it's location of origin?" asks the figure.

" **Of course... location found; Mandark Astronominov's laboratory.** " responds Computer.

The figure's eyes widen from behind his glasses, shocked that his greatest enemy would do such a silly thing.

" **Additional information acquired about plume. Would you like to hear it?** " asks Computer.

"S-sure, Computer." says Dexter.

" **Switching to voice recording caught just less than 3 minutes ago. Location; mysterious green smoke plume.** " says Computer.

All of a sudden, Computer switches off her own voice to make room for a specialized recording.

" _Hahaha hahahahaha! Now, no one will be able to stop me! Not Dorkster, not those Powerpoof Girls, and not even Spider-Man! Hahaha hahahahaha!_ " cackles the voice from the recording.

The figure widens, then narrows, his eyes.

"Computer?" asks the figure, sharply.

" **Yes, Dexter?** "

It takes him only a few seconds to make up his mind.

"Pack my bags for me. _I'm_ going to _Townsville_." says Dexter.

* * *

The school bell at Pokey Oaks High School rings across the way, letting the children know to switch classes. For Ms. Keane's class, 4th period means gym class. Near the cafeteria, the students go into their respective locker rooms, located across from each other.

In the boys' locker room, the walls lined with yellow tiles from the floor to about halfway up the wall. After that, simple, white-colored concrete up until the ceiling. Other than that, the look appeared to resemble that of any other locker room; grey-colored lockers lined in columns throughout the room with several wooden benches in-between.

As the boys continue to get ready for today's class, towards the back of the room, 2 very particular boys are striking up a conversation with each other, or, more accurately, one is _begging_ the other for setting up a date with a certain green-eyed ravenette...

* * *

"...and that's why I need your help, Parker! C'mon, please?! Just ask her!" pleads Joe.

"Sorry, Joe. But she's still getting over what happened with Mac Gargan. I'm not about to go behind her back and set her up in a relationship she never asked for." explains Peter.

Ever since it had become known that Peter and Blossom are an item, almost every boy had been flocking to Peter in order to see if he could set them up on a date with either Bubbles or Buttercup. Though, Peter had refused every time, what with it becoming apparent to himself, his girlfriend, and the Toughest Fighter that the Joy and the Laughter has a secret boyfriend (though his identity is in question.), although she would never come out and openly admit it.

With Buttercup, Peter's reason is a little more logical and practical (or so he would believe.). Buttercup had never been one for jumping from one relation to the next. For her, she had gotten her first boyfriend, Harry Pitt, when she was 11 and he was 11 and a half. Their relationship had lasted only 6 months before fallout over Harry's constant laziness arose. It had taken more than 2 years after that for Mitch to muster the courage to ask her out on a date.

As for Mac and the revelation of his affections for Buttercup… well, to make a long story short, Buttercup has gone back to re-evaluate her feelings for someone, especially one who stood up for her against her bully of an ex-boyfriend (even if her arch-enemy turned him into a psychotic monster armed with a tail and acid spit and then sent him to trash the school with everyone inside.).

Suffice to say, the less said about Buttercup and her mixed emotions for Mac Gargan, the better.

"She's still broken up about Mac?" asks Joe.

"Yeah, and plus, Buttercup's never been one for moving from one guy to the next." says Peter.

"Pleeeeease, Peter?" pleads Joe.

Peter turns to give Joe a glare.

"If you want to go out on a date with Buttercup, which I wouldn't personally recommend at the moment considering that she's told me herself that she doesn't wanna date right now, then use that jock gall of yours and ask her yourself!" says Peter.

Joe backs down with a slight whimper.

"Okay..." sighs Joe in defeat.

* * *

The gym was just about big enough to fit the lunchroom inside of it twice. It's grey walls lined with red, black, and yellow stripes of paint towards the bottom of the floor. The floor itself was a cobalt-blue color. Activities, ranging from rope-climbing, to an obstacle course, to even some basketball hoops on the opposite ends of the gym itself.

As the class of 16 students begin to trickle into the gym, boys and girls alike, wearing the same yellow and white-colored t-shirts, an African-American man wearing a blue jacket with matching sweatpants with a white stripe riding up the front of the jacket. He is also wearing a grey-colored baseball cap on top of his head. On his face lay a black mustache.

The students then line up alongside one another in the middle of the gym as a straight line. The man in the blue jacket and sweatpants, obviously the gym coach, then steps forward in front of the children.

"Okay, kids! Today, half of you are gonna be over there playing basketball!" shouts the coach, pointing his right arm to one of the basketball hoops on the farthest side of the gym.

He then turns partially, facing the ropes behind him. He then turns his right arm to point towards the trinity of long ropes.

"As for the other half, you'll be doing some good ol' fashioned rope-climbing!" shouts the coach.

"Ohhh..." groans the class, disappointed.

"Aww, man! But I wanted to play dodgeball!" groans Buttercup, her own disappointment encompassing that of the entire class's.

"Now, let's get going, kids!" shouts the coach.

* * *

By the ropes, a grouping of 8 students in total, consisting of Peter Parker, Blossom Utonium, Bubbles Utonium, Buttercup Utonium, Elmer Sglue, Mike Believe, Robin Snyder, and Joe Smith, all of whom are wearing their yellow-colored gym shirts, stand in wait for the coach to give his instructions.

"Alright, kids! First 3 up front get to go first. Parker! Utonium! Believe! C'mon up here!" shouts the coach.

The 3 corresponding students step forward right in front of the ropes, albeit begrudgingly. They then proceed to wrap their both hands around the ropes as they prepare to climb up. The coach, with his left hand, reaches into his pocket, seemingly digging for something. He then pulls it right out, revealing it to be a small, silver whistle.

"You guys are gonna start climbing in 3…" says the coach.

Peter tightens his grip on the rope.

"...2…" continues the coach.

Peter squeezes his eyelids shut while the coach raises the whistle up to his mouth, placing it between his lips. Then, a loud _SCQEEEEE_ noise coming from the coach blowing into the whistle, the 3 teens begin their task.

Blossom is only a 3rd of the way up the rope when she looks up… only to see her boyfriend climbing like a professional, already nearing the top in a matter of minutes. She then widens her eyes in surprise.

" _I never knew that Peter was so… athletic._ " thinks Blossom to herself.

On the ground level, the other students merely gawk at the sight of the "Least Athletic Wallflower at Pokey Oaks High" prove everyone wrong… even Bubbles and Buttercup, who simply stare with wide eyes.

" _Oh, my…_ " thinks Bubbles to herself.

" _Maybe I shouldn't have underestimated Peter…_ " thinks Buttercup

With Peter, thoughts of overconfidence flood his mind the higher and higher he gets on the rope. Peter smirks with snarkiness as he nears the top of the rope.

" _With my spider-powers, gym'll be a sinch for…_ " thinks Peter to himself, only to trail off as he looks down.

Peter sees everyone on the ground level, including the coach himself, looking up at him in surprise. With a cold sweat, Peter stops only a few inches short of the top, clutching the rope tightly.

" _Hoo boy… ! Nice going, Spidey! Why don'cha take better care of your secret identity?!_ " thinks Peter nervously to himself.

But on the ground, a hand reaches out from the crowd of kids simply gawking up, wrapping all fingers around Peter's rope. The hand then yanks downward, causing the rope to become unstable for Peter to keep his grip on, even with his super-human powers.

"Wh-whoaahhhhhhhhh!" screams Peter as he is forced to let go of the rope.

As Peter descends back down towards the Earth, he is narrowly saved when a bright pink flash flies over him, stopping his descent.

Peter then looks over to see a pair of large, pink eyes belonging to an auburn-haired girl with a large red bow staring back at him.

"Hi." says Blossom.

"H-hi…" stutters Peter.

Blossom then begins to descent back towards the Earth, holding her boyfriend in her arms bridal-style. She then touches down on the ground, and helps her boyfriend back onto his feet.

Soon, the entire room breaks out in cheers, with loud clapping from everyone at the sight of the famed super-heroine saving the boy she had grown to love most.

"You go, Blossom!" shouts one boy from the crowd.

"Yeah, you rock!" shouts another girl.

The coach then walks over to the 2 teenagers, clapping his hands all the while.

"Nice save, Utonium!" says the coach.

Blossom's cheeks tinge slightly.

"It was nothing." says Blossom, showing her modesty.

Minutes later, the crowd dies down, what with everyone going back to what they had been doing before. However, as Peter is busy talking with his friends, a familiar figure approaches them from behind.

"So, we were gonna go to Hot Dog on a Skewer after school and hang if you guys wanna-" starts Mike, who then stops once he notices a shadow bellowing over his form.

Peter, Blossom, Bubbles, Buttercup, and Robin have their mouths agape at the sight of the local bully standing behind Mike.

"Wassup, losers?" asks Mitch, his face sneering as ever.

"Whaddya want, Mitch the Glitch?" asks Buttercup, her arms crossed.

"Just a little word with my bro, Pete." says Mitch, gesturing to the other side of the gym.

"No thanks, Conan. I've had my fill of creeps like you trying to goad me into a fight to last a _lifetime_." says Peter.

Mitch scowls at this.

"Sounds to me like someone's afraid of getting his butt handed to him, roasted, on a platter!" says Mitch.

"Wrong. It actually sounds like someone can't fathom the fact that his own nature as a bully drove his girlfriend away from him." says Blossom, intervening on the conversation.

Mitch simply stands there, eyes widened and mouth agape.

"I also bet that it doesn't take being the World's Greatest Detective to figure out that _someone_ was the one who yanked on Peter's rope." says Blossom.

Mitch's face tenses, as do his fists.

"C'mon, guys. Let's go. Mitch Mitchelson isn't even worth our time." says Blossom.

Blossom then turns to leave, followed by the rest of the gang.

* * *

Within a few hours, the bell rings loudly, letting the students know that school is officially out. As a horde of students scramble out the front entrance, we see our quartet of young, teenage super-heroes are walking together down the sidewalk to the Utonium residence as their own little group, something that the 4 teens themselves have grown quite accustomed to at this point.

"C'mon, Bubbles! You gonna tell us who he is already?!" asks Buttercup, teasingly, to her "younger" sister.

A red flush rises from Bubbles' neck all the way up to her cheeks.

"I-I don't know what you're talking about!" says Bubbles defensively.

"Bubbles, get real, here! Practically _everyone_ here knows you have a secret boyfriend!" says Buttercup.

"Again, I don't know what you're talking about!" says Bubbles, borderline whining.

Blossom then whips her head into the direction of her 2 sisters, her eyes narrowed.

"Buttercup, leave Bubbles alone! She's entitled to her own secrets! And plus, since when have _you_ ever been interested in another person's love life to begin with?!" asks Blossom, scolding the middle sister.

"Thank youuuu!" says Bubbles, relieved.

Buttercup begins to blush greatly, for her hypocrisy has just been exposed.

"W-well, I'm not!" says Buttercup, her defense coming out very weak.

"Really, 'cause it sure seems to me like you've been pretty _privy_ lately when it comes to our sister's love life." says Blossom.

"I'm not interested! I just wanna know the _name_ of her boyfriend and nothing more!" says Buttercup, her face blushing.

" _That_ , right there, is you being privy at it's _core_!" says Blossom.

"No, it's _not_!" says Buttercup.

"Yes, it _is_!" says Blossom.

"Is not!" shouts Buttercup.

"Is too!" shouts Blossom.

" _GIRLS_!" screams Bubbles, trying to get her sisters to stop arguing for a few moments.

Blossom and Buttercup stop talking immediately and whip their heads into the direction of their blonde sister, who has her eyes narrowed.

"Can you 2 please stop talking about my love life?! I'll reveal my boyfriend's name... in time. I'm... I'm just not comfortable about talking about it right now." explains Bubbles, who slowly begins to calm down the longer she speaks.

" _Ha_! So you _do_ have a boyfriend!" shouts Buttercup victoriously.

Blossom turns to face her sister, an angry expression on her face.

" _Buttercup_!" scolds Blossom.

Bubbles' left eye begins to twitch slightly.

" _Yes_ , Buttercup, I have a _secret boyfriend_! Yes, the rumors are true! And no, I'm not ready to reveal his name yet!" explains Bubbles, frustrated.

Buttercup raises her arms up in front of her, trying to defend herself.

"Chill out, Bubbles! I'm just teasing you! If you wanna have your boyfriend be a secret, have him be a secret." says Buttercup.

"Well, can you stop teasing me, then?!" asks Bubbles.

"Yeah, sorry." says Buttercup.

"Okay." says Bubbles.

Blossom then begins looking around, trying to find the suddenly-missing 4th wheel to their group.

"Hey, where's... where's Peter?" asks Blossom.

Her 2 sisters also begin to look around, confused as to where their friend had gone.

"He was here a minute ago." says Buttercup.

"Where'd he go?" asks Bubbles.

* * *

As much as Peter loves to spend time with his girlfriend and her sisters, there are times, such as now, where the need to simply get away from them becomes too much to bear.

" _Oh, man! I mean, as much as I love Blossom and her sisters, their arguments are too much, even for me!_ " thinks Peter to himself.

Peter then presses his middle finger into the palm of his right hand, a web squirting out and instant later with a _thwpp_ noise. The long thread itself attaches to a large office building ledge. The costumed teenager then lets go of the webline he is currently swinging from to allow himself to be carried by the freshly spun one.

Web-slinging had, for all intents and purposes, become the official way Peter Parker decompresses in the matter of his personal life overwhelming him. In times of overpressure in his normal life, out comes the costume and webs. For Peter, this would kind of be the super-hero equivalent to one pacing around the room in order to let out all that express energy.

As Peter lets go of the white thread, he gently lands on top of a nearby apartment complex, his feet touching down with the grace of a ballerina. Peter then crouches down, like a cat, looking down on the afternoon Townsville, with the sun still high in the sky. Peter then begins to think about something had has become more and more of an issue in his personal life as of late; his secret identity being exposed to the ones he cares about most.

"Sooner or later, Blossom, or the Professor, or Aunt May are gonna catch on that something's up. Whenever Spider-Man appears, Peter Parker is always gone, like when the Scorpion attacked the school, or when Shocker crashed my first date with Blossom..." says Peter, quietly, out loud to himself.

Peter then begins to look both ways down the busy street, as if he were on the ground level and about to cross to the other side. He then curls his right hand into a fist and raises it up, resting his chin on it.

"Maybe it would be better for everyone if I just came clean and told the truth-" says Peter out loud before being cut off.

A loud, intense ringing, unlike the school bell, begins to sound off down the right side of the street, causing Peter to whip his head in that very direction. Peter then begins to ascend until he is standing upright on his own 2 feet.

"Well, duty calls." says Peter.

* * *

The brown getaway car speeds down the street with a _screeeeech_ noise resonating through the atmosphere. A duo of cop cars, their red and blue sirens blaring along side the _wee woo_ noises being given off by their horns, speed behind them, trying desperately to catch up to them. Inside one of the squad cars, 2 police officers, a younger, caucasian officer and an older, Latino officer with a goatee and sunglasses, sit and ride, with the latter officer at the wheel.

"A-at the speed they're going, w-we'll never catch up to them!" exclaims the younger officer-in-training.

"Ah, you worry too much! I've been doing this kind of thing for over 10 years." says the older, Latino officer with an accent to correspond.

"B-b-but, the-they're still gonna get away!" says the younger officer, noting at the erratic speed of the getaway car ahead.

The Latino officer stares intently ahead of the road, his eyes not once leaving the sight of the car. The caucasian officer does the same, but as he does, a loud _thump_ is heard on the top of the car, causing the 2 officers to jump slightly.

"Wh-what the heck was that?!" asks the younger officer.

"I dunno, I'll have a look." says the older officer.

The older Latino officer then leans his head to the left, hanging it outside the open window. But as he looks up, his eyes widen at the sight of a certain red and blue costumed individual with a large, tick-like spider insignia on his mostly-blue backside.

"H-hey! Wha-what're you doing up there?" asks the officer.

Peter then looks down to face the officer.

"Ya think you can get me a little closer to the getaway car? I'm gonna try and slingshot to it from here." explains Peter.

The officer merely gawks at him, but then slowly pulls his head back inside, looking back at the road in front of him. He then presses his foot against the gas pedal a tad harder, making the car go a little faster. The younger officer sits next to him with a puzzled look on his face.

"Wh-what's going on?" asks the officer.

"A certain costumed conundrum says he's gonna try and nab those crooks." says the older officer as he drives the vehicle closer to the getaway car.

But before the younger officer can respond, another loud _thump_ is heard from the top of the car.

The younger officer then looks forward, only to see a red and blue blur launch itself into the air towards the getaway car in front of him.

* * *

In the getaway car, a pair of bandits sit, both wearing brown jackets, black beanies, and dark grey khakis, in the 2 front seats. In the backseats, 5 large bags of money, no doubt containing thousands of dollars, lay, slouched on top of one another. In the front seats, the 2 criminals grin madly with their loot.

"Haha! We've got it!" says the crook in the passenger seat.

"Yeah! Now we can pay off the cash we owe Morbucks!" says the crook in the drivers' seat.

But before either of them can say anything else, a loud thud is heard coming from the top of the car, causing the 2 to jump in surprise.

"Whu-what 'wazzat?!" asks the crook in the passenger seat.

"I dunno! Go check it out!" says his partner.

The crook does as told and leans his head outside his open side window, trying to get a glimpse of what has just hit their car. But as he looks around, he is startled when he is suddenly tapped on his shoulder by something, causing him to turn slowly, only to come face-to-face with a pair of slim, chrome lenses.

"Peekaboo! Jail time for you!" says Peter jokingly.

The criminal then immediately pulls himself back inside the car, frantically. The terrified expression on his face does not bode well with his partner.

"What's happening?!" asks the driver.

But before the other guy can answer, he is suddenly met by the sight of the roof of the car violently tearing away with a loud _creak_ as the metal rips away from itself. The 2 criminals look up to see the sight of the one and only Sensational Spider-Man holding up the large sheet of metal that had once been the roof of their vehicle.

"Hi, boys! Ready for your lesson in _Public Humiliation 101_?" asks Peter jokingly.

The 2 criminals, both of whom now need new pairs of undies, gulp in fear.

* * *

"Told ya we shoulda' prepared more for Spider-Man than the Powerpuff Girls!" says one of the thugs.

"Aww, shaddup!" says the other.

Currently, both of them are suspended from a webline attached to a lamppost back-to-back, with both of them merely dangling in front of it, a small slip of paper attached to it. Parked in front of them is their car, now missing it's entire roof.

* * *

From a rooftop across the street, a perched red and blue figure sits, watching over the scene and awaiting for the authorities to arrive and take the mugs in.

"And that's all she wrote." says Peter, jokingly, to himself.

But just as Peter finishes that sentence, a faint, slow clapping is heard from behind the web-spinner, causing Peter to abruptly turn around, looking behind himself.

"Who's there?!" asks Peter.

From the shadows atop the roof, a pair of golden-colored boots begin walking towards him, making a distinct _click_ noise with every step. As Peter looks up, however, the figure's full form comes into view; a green, scaly jumpsuit with stylized golden gauntlets and boots. A long red count cloak with purple on it's backside lined on the edge with gold. Finally, a very fishbowl-looking dome-like helmet atop his head. The image of Mandark, also known as... _Mysterio_!

"So what's _your_ story? Bitten by a _radioactive goldfish_?" asks Peter jokingly, still in his crouching position.

"Mock me now, Spider-Man, when I, Mysterio, will give you an offer you can't refuse?" says Mandark, his voice being modulated.

Peter snickers slightly.

" _Mysterio_? I think I hadda bowl of Mysteri-O's for breakfast this morning!" says Peter, jokingly.

Mandark glares at the costumed youth from underneath his dome helmet.

"I offer you a chance at something you desperately need, Spider-Man." says Mandark.

"Oh, yeah? And what's that? A complete and utter re-assessment of the soap opera I call _my life_?" jokes Peter.

"A chance at improving your public image." says Mandark.

Peter freezes for a moment. He had never once considered his public image. Being so selfless in terms of being a costumed hero, whether it be catching the local purse snatcher, getting a kitten out of a tree, or simply foiling the grand master plan of the next Super-Villain of the Week.

"Well, so what if _some people_ don't like me swinging around the city? I've gotta job to do and I'm gonna do it!" says Peter.

"Yes, that maybe true, but have you ever considered becoming something _more_ than what you already _are_? " asks Mandark.

Peter then turns to face the street, peering down on the night scene of Townsville, now only lit through window lights, store lights, and lampposts. He continues to ponder the fishbowl-headed man's words, trying to justify their meaning. What if Mysterio is right? What if all Spider-Man's image really needs is some good PR... whatever that might entail.

But as Peter continues to think, Mandark leans his body down, making his fishbowl-covered head come neck and neck with Peter.

"And above all else... I'll _pay_ you. " says Mandark.

Peter then whips his head to face the mystic. Well, his _helmet_ , really.

"Wait! By paying me, do you want me to use my powers for personal gain?!" asks Peter.

"That's one way of putting it, I guess." says Mandark.

"Then here's my answer, pally; _no way_! I learned a _long_ time ago that using my powers irresponsibly leads to _disastrous_ consequences!" says Peter.

Mandark then puts his hands up, defensively.

"Very well, then. It's your choice, Spider-Man. But just so you know, this is a _one-time_ deal. An opportunity like this might never fall into your lap again, hero. " says Mandark, still trying to coax Peter into following through with his plan.

Mandark then turns and begins to walk away, smoke beginning to envelop him.

Peter, now standing upright, then lowers his head, trying to ponder what to do. On the one hand, he had made an iron vow to never use his powers for personal gain or fortune ever again. Uncle Ben's wise words of power and responsibility had seen to that end...

...but on the other hand, this could provide Peter an opportunity to help Aunt May out with the bills and the rent. Maybe even put more food on the table.

Peter then stretches out his left arm, his palm extended, towards the cloaked figure.

"Mysterio, wait!" says Peter.

Mandark slowly turns his body to the right to face him.

"I... I reconsider!" says Peter, the desire for financial aid trumping all other judgment.

Beneath his helmet, Mandark smirks.

"Very good, Spider-Man." says Mandark.

But from far above, someone watches the 2 masked men discuss their arrangement...

* * *

"Darned it! Should have gotten here sooner!" mutters Dexter, frustrated.

He then lowers his black, high-tech binoculars from his face, the ones which he had been using to spy on both Spider-Man and Mysterio from the rooftop of a skyscraper, trying to get an edge on his arch-enemy and potentially save a friend.

"I've gotta hurry! Before it's too late!" says Dexter, now frantic.


	25. Chapter 25: Slip of Paper

"Arrggh, Matey! Cap'n Thread-Locks is here to steel yer gold!" says Peter, trying to put on the best pirate voice impression he can possibly muster.

Peter continues to gaze at himself in the mirror, analyzing his pirate costume. The costume itself had a blue vest with several buttons and pockets lining it, a dark red skirt lined with black and white towards the edges, a fake hook for Peter's right hand, an eyepatch over his left eye, and a black pirate's cap complete with a white skull and crossbones.

Peter then steps back a few more feet in order to get a better look at his costume in the mirror.

Tonight is the night of the Halloween party being hosted at Elmer Sglue's house. In the years since he had known the Powerpuffs, he had grown to become good friends with the trio of super-heroines, even going as far as to become Blossom's Vice-President for the Student Council after Princess Morbucks was kicked off for bribing some of the Student Officers.

Peter had been told to meet Blossom over at her house, just like he did for their first date, which had been going perfectly, at least, until Shocker decided to crash the party. Blossom previously told Peter that she would be wearing a vampire queen costume for the party, and Peter had been very excited to see it for the past 2 weeks.

"Just hope that Shocker doesn't decide to crash _this_ party." says Peter out loud to himself.

For the past few weeks, Peter has become very paranoid whilst on his dates with the Powerpuff leader, always believing that another super-villain like Mojo Jojo or the Vulture would swoop down from nowhere and ambush the couple, and if not a super-villain, then the common mugger or purse snatcher.

As Peter continues to fasten the blue vest, he also thinks back to another certain costumed figure who had popped up in his life recently; Mysterio. The man who offered Spider-Man a chance at improving his moderate PI would not leave Peter's brain, especially when the teenager thinks back to what the fishbowl-headed magician told Peter the night before; "And above all else… I'll _pay_ you. "

A job. A job that Peter had been so desperately been in search of has just fallen into his lap. Not only that, but also a chance to improve his image with the general public and make himself look more like an actual super-hero as opposed to the vigilante the media has been making him out to be, though that last part can be considered true...

...but the reports, in and of themselves, have been very split amongst the outlets; some have come to regard Peter a hero just trying to look out for his fellow man and deal with the minor crimes the Powerpuff Girls couldn't, while others have called for Spider-Man's arrest, claiming him to be a dangerous vigilante who lives above the law.

The Powerpuff Girls have, over time, come to be on the side of those who believe Spider-Man to be a true hero, or at least a good samaritan. They have even aided the hero in thwarting a couple of bank robberies over the past few weeks...

...while others, like the Mayor herself, Ms. Sara Bellum, have been pretty reluctant to allow a masked vigilante with no affiliation to the law freedom reign to swing across the city and dish out his own brand of vigilante justice, regardless of the little notes he would leave the cops, according to Blossom. Fortunately, the girls, somehow, had convinced the Mayor to lay off Spider-Man, for now, at least. So maybe this little gig that Mysterio has in mind could actually help Peter's alter ego out in the long run, at least, in terms of his image with the law.

Peter then fastens his jacket one last time in effort to look at least somewhat presentable. With his right hand, Peter reaches towards his brown, wooden desk, grabbing a small slip of purple paper. He then raises the paper up to his face and flips it over, revealing the bright green text on it; _Film shoot in 3 days. Meet me at Wonder Studios._

In a moment, the youth regresses back into his mind, remembering his first encounter with the magician.

* * *

 _"You'll pay me?" asks Peter._

 _Mandark simply chuckles at this. He then holds out his right arm and extends out the fingers on his gloved hand. Seconds later, purple smoke puffs into his hand, dissipating as soon as it manifests. In it is a small purple slip of paper._

 _" Of course. Here's my card." says Mandark, holding the card out to Peter._

 _Peter hesitates for a moment, but then slowly reaches out with his right hand and envelops his fingers around the small slip of tree bark. He then lowers it to meet his face, looking at the bright green words inscribed on it; Film shoot in 3 days. Meet me at Wonder Studios._

 _Peter merely gawks his eyes before turning to face the fishbowl-headed magic manipulator, not believing the words on the card._

 _"Y-you want me to star in a movie?!" asks Peter excitedly._

 _Beneath his helmet, Mandark smirks._

 _" Yes. This will be my way of paying you. You will have a full actor's salary as well as royalties if the film succeeds." explains Mandark._

 _Peter then rises to his feet, eventually standing upright._

* * *

Peter then sighs slightly.

"Okay. _Showtime_." says Peter, trying to look confident.

* * *

The fall evening sky around the suburbs of Townsville had put the fall evening sky in Forest Hills to shame, Peter could say. The crisp, autumn air combined with the sounds of the leaves brustling in the wind create an atmosphere that had, at one point, been foreign to the youth. For Peter's entire life, the only way you could ever get this feeling would be by walking on the docks lining the Hudson River.

As Peter walks down the sidewalk, embracing the feeling in the atmosphere, thinking about lots of things, like Blossom, his public image in costume, and most of all... Mysterio. Peter honestly can't even begin to believe that he, well, his alter-ego anyway, would be starring in a movie. A _movie_. _A movie!_

" _Imagine. The Amazing Spider-Man; Crime-Fighting Movie Star!_ " thinks Peter to himself excitedly.

Peter then stops in front of a familiar, oddly-shaped house with 3 windows on the top. He begins to walk, making his way down the stone walkway, approaching the cherry-red door. As Peter raises his right hand, not curled into a fist, to knock on the door, though, the door swings open, only to reveal a certain blue-eyed Powerpuff wearing a grey-ish mouse costume, her face poking through it.

"Hey, Petey!" says Bubbles in a cheery voice.

"Hey, Bubs! Where's Blossom?" asks Peter.

"She's in our room getting ready for the party." says Bubbles.

The blue Powerpuff then steps to the left, allowing Peter to step inside their home.

* * *

Peter and Bubbles are standing in the hallway of the latter's home, both looking right at each other.

"Nice costume." says Bubbles.

"Thanks. Back at'cha!" says Peter.

"Where'd you get it?" asks Bubbles.

"Aunt May ordered it off eBay for me." explains Peter.

"Oh. Looks good, tho." says Bubbles.

Just then, a familiar green-eyed, ravenette Powerpuff enters the room, wearing a beige, patterned vest with a gold, star-like badge on it, a brown fedora resting atop her head, black pants, and brown cowgirl boots.

"'Sup, Pete?" says Buttercup.

"Hey, Buttercup. Nice cowgirl costume." says Peter, complimenting his friend's costume.

"Blossom'll be down in a sec. Then we can leave." explains Buttercup.

But just as Buttercup finishes that sentence, the redheaded Powerpuff in question appears at the foot of the stairs with her hair smoothly dropping behind her back and without her signature bow, wearing a long, black dress, ruby-red lipstick, white body-powder covering all exposed skin, a pair of fans vampire fangs protruding from her lips slightly, and black eyeliner covering her normally pink eyelids.

"Hey, Peter." says Blossom as she begins to gently float down the stairs.

Peter begins to feel all hot and sweaty under his costume (under his Halloween or Spider-Man costume underneath is in question, tho.), as he hadn't seen his girlfriend get this dressed up since their first date.

"Bloss, you look _great_!" says Peter.

"Thanks. You don't look so bad yourself, Cap'n Parker." says Blossom.

Peter is then momentarily able to tear himself away from looking at his lady in order to look around the living room.

"Where's the Professor?" asks Peter.

"He's downstairs, working on some kinda machine." says Buttercup.

"Did he say what it was?" asks Peter.

"Called it the 'Neogenic Recombinator' or something like that." says Blossom.

Peter nearly chokes on his spit at the sound of that name.

"The _what_?!" asks Peter, taking a small step back.

Buttercup raises a brow at this.

"The Recombin-what's it." says Buttercup.

Blossom, too, raises a brow at this.

"Peter, are you okay?" asks Blossom.

Peter's heart then returns to it's regular pace upon hearing Blossom's words just as soon as it began beating erratically because of them.

"Err, y-yeah. I'm alright. Let's go." says Peter.

And go indeed, did the teenagers.

* * *

Moments later, after the girls had said their goodbyes to their father, they are walking down the night street, admiring the various trick-or-treaters' costumes or Halloween decorations around all the houses, ranging from the pumpkins to the lights to the skeletons and even the smoke-emitters on the front lawns.

After walking in silence for a few moments, the trio come up to a large, purple house lined with long windows with pulsating, pink lights coming through them.

"Welp, this is it." says Buttercup.

The trio then begin to make their way down the concrete walkway towards the wooden door, preparing to enter the not-so-humble abode of their classmate and friend...

...but unbeknownst to the teens, 2 other individuals are watching them from afar, preparing to strike.

* * *

The teens merely gawk, wide-eyed, at the sight of the party. The room itself was glowing a dark pink color, giving it an almost disco-like atmosphere. Around to room, everyone had shown up from Ms. Keane's class, each of them wearing a different costume. Vampires, zombies, ghosts, you name it.

But as the teens continue to observe the party from the front door, they are soon interrupted by a very familiar, deep, antagonistic voice.

"Who invited the Geek Squad?!" asks Mitch from somewhere in the crowd.

All of a sudden, a reddish lobster standing atop 2 legs appears from amid the crowd to the sight of the 4 teens.

"Gah! Mitch?!" asks Bubbles.

"Heh! Yeah! It's me all right!" says Mitch, his voice echoing from inside the costume.

"What're ya doing here?! And what are you dressed as, anyways?" asks Blossom.

"I'm a lobster!" says Mitch.

"You're a jerk." says Peter.

"You ain't far off from being one, yourself, Parker!" says Mitch, a sneer in his voice.

A figure in a Frankenstein costume wearing thick, rounded glasses then approaches the teens, walking in from the crowd of teenagers.

"Alright, what's going on here?" asks the Frankenstein.

"Elmer?" asks Bubbles.

"Yeah, it's me. Now what's happening here?" asks Elmer.

"Found the Nerd Herd crashin' your party!" says Mitch.

Elmer then turns to glare at his tormentor.

"The only one _I_ see here who's crashing my party is _you_ , Mitch!" says Elmer.

"What?!" asks Mitch.

"I never invited you 'cause of how big of a jerk you are! And don't try and play that 'I invited myself' gig, 'cause it's not gonna work here!" says Elmer.

He then raises his left arm and points it towards the door with his index finger.

" _Leave_!" shouts Elmer.

Mitch then slowly begins to make his way for the door.

"Fine, ya crowd'a _hacks_!" shouts Mitch.

But as Mitch makes his way for the door, he suddenly collides with it with a _slam!_

"Yow!" yelps Mitch, stumbling back a bit.

The 5 other teens then laugh a bit.

* * *

After the situation with Mitch, along with Elmer getting the door for his cretaceous-costumed friend, the other 4 super-teens begin to mingle with everyone else at the party.

With Peter and Blossom, they are currently talking with Mike Believe, who is wearing a silver and blocky robot costume, and his own girlfriend, Robin Snyder, who is wearing a brown-colored rabbit costume.

"So what kind of profession are you seeking to pursue, Peter?" asks Robin.

"I was actually thinking about becoming a bio-geneticist after I graduate college. Maybe some professional photography here and there." explains Peter.

"Man, Pete! You've got your whole future set up!" says Mike, complimenting his friend.

"Thanks. What about you, Robin? What are you planning to do after graduating?" asks Peter.

"I was thinking about myself and Mike moving to New York. I'd like to work as an actress on Broadway." explains Robin.

"New York? No kidding! That's where I'm from!" explains Peter.

"Really?" asks Robin.

"Yeah. Queens." says Peter.

Peter then turns to face his lady friend, who is noticeably distracted and focused on other things.

"Blossom, you alright?" asks Peter.

Blossom then turns to face her boyfriend.

"Y-yeah! I'm fine." says Blossom.

"Something wrong?" asks Peter.

Blossom hesitates for a moment.

"Mac Gargan..." mutters Blossom, still being unable to shake her memories of her encounter with the Scorpion.

"What?" asks Peter.

Blossom turns back to face her boyfriend.

"N-nothing, Peter. Can you get me some punch, please?" asks Blossom.

Peter smiles.

"Bloss, it'd be my _utmost pleasure_!" says Peter.

* * *

" _C-can't think clearly... ! But do I... even want to?!_ " thinks Blossom to herself as her lips are smothered by Peter's.

Currently, our 2 super-powered lovebirds are in Elmer's upstairs bathroom, busy in a heated make-out session. Peter's arms are currently wrapped around Blossom's mid-section, rubbing up and down vigorously. Blossom on the other hand, currently had her arms around his neck.

Peter is currently sitting on the toilet seat lid, with the redheaded super-heroine straddled on top of his lap.

" _D-did someone turn up th-the thermostat?!_ " thinks Peter to himself, his body beginning to get hot.

* * *

But while the Chemical X-powered girl and her radioactively spider-powered boyfriend have their "quality time" upstairs, our 2 other Powerpuffs are busy mingling together downstairs, with some very appropriate Halloween-based songs blasting in the background.

Currently, Buttercup is talking to Robin and Mike while Bubbles is in the kitchen getting a quick bite to eat. But while Bubbles is getting her snack, a certain someone perks up next to her.

"So, Bubbles. Heard you didn't have a date to the Winter Ball at school." says Elmer.

Bubbles turns to face Elmer, slightly startled.

"Wha- oh! No, I don't think I'm gonna go." says Bubbles.

"Why?" asks Elmer, confused.

"I... I don't wanna bring my boyfriend. It's not safe." says Bubbles.

"So the rumors _are_ true. You _do_ have a boyfriend!" says Elmer, smirking.

Bubbles glares at Elmer, clearly not amused. Elmer, in turn, raises his arms in defense.

"I'm kidding, I'm kidding! Chill out!" says Elmer.

Bubbles softens her glare at this, then returns to getting her sandwich. Elmer then raises his right arm and begins rubbing his hand behind his head.

"I ask 'cause, _well_... I _kinda_ wanted to see if _you'd_ be my date to the Ball." explains Elmer.

Bubbles turns back to face Elmer.

"Oh, Elmer, that's really sweet of you... but I don't think it'd be right for me to." says Bubbles.

Elmer merely sighs, albeit understandably.

"I understand. I just figured that since Peter and Blossom are probably going to the Ball together, and I don't have a date myself..." says Elmer, trailing off.

Bubbles then gets an idea.

"Y'know, Susie Jenkins doesn't have a date to the Ball, either. Maybe you could ask her." says Bubbles.

A wave of sweat appears on Elmer's face, dampening the puke green pace paint.

"S-Susie? Oh, I don't know if she'd wanna go with a doof like me..." says Elmer, trailing off.

"You never know until you actually _ask_ her, Elmer." says Bubbles, smiling.

Over by Buttercup, who is currently engaged in a very interesting conversation with Robin and Mike...

"I don't think I'm gonna go to the Ball, myself. So far as I know, only Blossom and Peter are going." says Buttercup.

"You're not gonna try and patch up your relationship with Mitch?" asks Robin.

Buttercup rolls her eyes.

" _Pfft_! Why would I? After the names he called me and my sisters, along with the way he tormented Peter, I don't think I'd _ever_ get back together with him even if my _life_ depended on it!" explains Buttercup.

"Y-yeah..." says Mike, trailing off.

Robin turns to Mike, concerned.

"What's wrong?" asks Robin.

"N-nothing, babe. Nothing at all." says Mike, trying to re-assure his lovely lady.

Buttercup raises a brow.

"Mike, are you sure?" asks Buttercup.

"I'm sure, Buttercup. Excuse me." says Mike.

Mike then begins walking into the crowd of costumed kids, leaving the 2 girls looking on.

"What's wrong with Mike?" asks Robin.

"Dunno. Maybe he's just tired." says Buttercup.

"Maybe..." says Robin.

But as the 2 teenage girls are talking with each other, our 2 lovebirds appear onto the scene, both of them sweating profusely, and Blossom's make-up in particular beginning to peel away. This catches the attention of Buttercup and Robin.

"H-hey." says Blossom, seemingly out of breath.

Buttercup squints her left eye slightly.

"What happened to you 2 wall-flowers?" asks Buttercup.

"N-nothing." says Peter, panting.

Buttercup and Robin share a glance with one another before returning to Peter and Blossom, smirking.

"Yeah, alright, lovebirds!" says Robin, teasingly.

A reddish blush creeps up Blossom's neck.

"W-what's _that_ supposed to imply?!" asks Blossom.

"Not a _thing_..." says Buttercup in the same tone as her friend.

Just then, however, a bright flash of light temporarily blinds everyone in the room, forcing them to shut their eyes and shield their faces with their arms.

"AAAAGGGHHH!" shouts one kid from the crowd.

" _W-what the_ -?!" yelps another.

As the flash dissipates, the floor disappears in a slew of purple-hued smoke, swallowing everyone's legs into it.

* * *

In the kitchen, Bubbles turns to Elmer.

"Please tell me you have a smoke-emitter in the house somewhere..." says Bubbles.

Elmer silently shakes his head.

* * *

Over by Peter, Blossom, Buttercup, and Robin, their eyes are widened by the alarming sight of a fishbowl-headed individual, one very familiar to Peter's eyes, seemingly floating above the room, his legs in a criss-cross applesauce pattern, along with his arms crossed across his chest.

" _Mysterio?! What's he doing here?!_ " thinks Peter to himself.

"W-who are you?!" asks Robin.

"I am _Mysterio, Master of Illusion_! I have come to grant _you_ , Ms. Utonium, and your sisters an offer you _cannot_ refuse! " exclaims Mandark.

Blossom turns to her boyfriend, then back to the chrome helmet of Mysterio, an interrogative look on her face and her arms now crossed across her chest.

"Alright, and what, pray tell, would that be?" asks Blossom, a tone of voice to match her facial expression.

Mandark holds out his right hand to Blossom as a ploof of smoke appears in the palm. The smoke then dissipates, revealing a small slip of purple paper. Blossom, hesitantly, reaches out to take it with her right arm.

She then pulls back and lifts the slip up to her face in order to read. Peter looks over at his girl, concerned, as the slip looks identical to the one that Mandark gave Peter, well, Spider-Man, in reality, on that rooftop. Blossom then pulls back and gawks at the strangely-clothed individual.

"Y-you want me and my sisters to star... in a _movie_?!" asks Blossom.

"You and your sisters will be _handsomely_ paid, I assure you!  I _trust_ you accept the offer? " asks Mandark.

"I-I... um..." stutters Blossom, not knowing how to reply.

"Very good... !" says Mandark.

All of a sudden, smoke begins to envelop Mandark's body, eventually shrouding him from view completely. Seconds later, all smoke in the room dissipates, and not a trace is left of the vanished illusionist.

Buttercup turns to her eldest sister, a concerned look on her face.

"W-what does his card say?" asks Buttercup.

Blossom looks back down at the card, with both Peter and Buttercup peering over her shoulders, in order to read the message;

 _Film shoot in 3 days. Meet me at Wonder Studios._

* * *

Outside, another figure peers in through the front window, his eyes in a worrisome squint.

"Oh, no! I'm too late again!" thinks Dexter to himself, chiding himself for not arriving in time to warn the girls of Mandark's plot.

 **I'M LATE! I'M LATE! I KNOW, I KNOW! I WAS SUPPOSED TO HAVE THIS STORY UP BY THE END OF OCTOBER! LAZINESS GOT THE BETTER OF ME, OKAY?! PLEASE DON'T EAT ME ALIVE! I'M GONNA BE WORKING NONSTOP OVER THIS BREAK TO DELIVER THE OTHER CHAPTERS I HAD PLANNED!**


	26. Chapter 26: The Man Behind The Curtain

"So... a crossover featuring both us _and_ Spidey?" asks Bubbles.

Currently, the girls are standing inside of Wonder Studios on the eastern side of Townsville, less than a week after being offered the opportunity to star in a film, for pay, by Mysterio at Elmer Sglue's Halloween party. The girls, at the moment, are standing in front of the fishbowl-headed magician, asking questions while preparing for the first day of shooting.

"Yes. My co-producers and screenwriters have a vision of a shared film universe consisting of most, if not all, super-heroes on Earth." explains Mandark.

Buttercup, unsure of this, leans over to her redheaded sister's ear.

"I'm not sure 'bout this guy, 'specially after what happened the last time we were involved in the production of a movie! Plus, this guy wears a mask! Well, a ridiculous fishbowl, no less!" whispers Buttercup into Blossom's ear.

"I'm inclined to agree, but Mysterio hasn't made any moves yet. We can't just attack him for no reason!" explains Blossom, whispering.

Buttercup turns to glare at her sister.

"So what do you suggest we do?!" asks Buttercup, minding to keep her voice down.

Blossom turns to glare at her sister in return.

"I suggest we keep a close eye on Mysterio!" explains Blossom.

"May I inquire what you 2 lovely ladies are discussing?" asks Mandark, coming out of nowhere.

The redhead and ravenette's blood run cold. They then turn to see the fishbowl-headed spell caster

floating on a cloud of smoke, legs criss-cross applesauce. Blossom and Buttercup manage to force on fake smiles to keep the illusion that they had not been talking behind Mandark's back.

"N-nothing at all!" squeaks Buttercup, her voice seemingly higher than Blossom's.

Mandark then leans in from his cloud of smoke, getting a better look at each of the girls. The girls, on the other hand, are sweating to death, mostly from nervousness.

"Would either of you care for a drink?" asks Mandark.

"N-no!" squeaks out Blossom nervously.

Mandark simply stares at the girls through his glass helmet, before nodding his head inside his helmet in approval.

"If you say so..." mutters Mandark.

He then merely floats away on his cloud, back towards the set. Blossom and Buttercup then blow collective sighs of relief out of their mouths, now that Mysterio has left them alone, at least, for the time being.

"Phew! That was close!" exclaims Blossom, quietly.

Buttercup turns to face her.

"It's official. That Mysterio chump is a creep!" says Buttercup, minding to keep her voice down.

Blossom suddenly remembers her and her sister's other co-star for the film, who hasn't shown up yet.

"Hey, I just realized something!" exclaims Blossom.

"Oh, yeah? And what would that be?" asks Buttercup, her lids halfway lowered.

"Where's-" says Blossom before being cut off.

"-your Friendly Neighborhood Movie Star?" asks Peter, appearing out of nowhere, finishing her sentence.

"Yipe!" yelps Blossom, who then jumps back slightly.

Buttercup snickers silently at the sight of her "fearless leader" of a sister jumping back at the sudden sound of Spider-Man saying something in her ear. Blossom's brows then narrow in slight frustration as she crosses her arms across her chest.

Peter is currently hanging upside down on a web suspended from the ceiling.

"You scared me!" exclaims Blossom, her voice borderline whining.

Peter slightly chuckles at this.

"Sorry, didn't mean to. Just wanted to let y'all know that I'm here." explains Peter.

"Haven't you ever heard of a door? Or a window..." asks Blossom, who mutters that last part.

Peter then drops down from his web, his feet silently touching the floor.

"Nope. Don't believe in 'em." says Peter jokingly.

"Ha ha, very funny!" pouts Blossom.

But just then, Mandark floats back over, still sitting with his legs crossed over one another, on his little cloud of purple-hued smoke.

"Ah, Spider-Man! So good of you to join us!" exclaims Mandark.

"When do we start shooting again?" asks Peter.

"A half an hour from now. Come, come! We must get you ready if you want to be a star!" exclaims Mandark.

Mandark then turns and begins floating away on his cloud. Peter then turns to face the girls, with Blossom still having a flush on her face.

"So... 'wassup?" asks Peter.

* * *

Minutes later, the 4 teens are gathered in another room, along with Mysterio, whom continues to sit atop a floating cloud with his legs crossed. The 5 are currently on the set of the movie, which appeared to resemble a damaged city street with various overturned cars, cracks in the "pavement", and damaged corner stores.

In short, your typical super-hero movie final battle scene, filled with over the top explosions and special effects.

The director, a man with short, shaven, and slightly grey-colored hair. On his face was a slightly thick beard. His eyes were covered by dark glasses. He was currently wearing a black jacket, black dress pants, and black dress shoes.

Mandark then gestures his hand towards the director in an introductory approach.

"Spider-Man, Powerpuff Girls, this fine gentleman is Jon Raimi. He's the director." explains Mandark.

"S'nice to meet all of y'all." says Jon.

All of a sudden, another man, this time with a thick, ginger beard on his face and wearing a black suit, walks over the the group. Mandark then gestures out with his left hand towards the man, causing the 4 super-teens to turn towards him.

"This is executive producer, Clark Rebb." explains Mandark.

"A pleasure to meet all of you!" says Clark.

"Yeah, same here." says Peter, wearily.

Clark then turns and begins to leave. As soon as he is out of range, though, Mandark begins to speak.

"He originally auditioned for the role of director, but we saw that his work… didn't quite line up with what we were looking for." explains Mandark.

"Guy kinda gives me the creeps." says Buttercup, lowly.

"I'm inclined to agree..." mutters Peter, agreeing with the ravenette Powerpuff.

"Anyways, let's get started on this movie, now, shall we?" asks Jon.

* * *

From the rooftop, however, a familiar, red-haired Boy Genius continues to look down on the crowd via the skylight, the expression on his face showing genuine concern.

"I've gotta get in there and put a stop to this nonsense of a film production before it's too late!" exclaims Dexter.

* * *

"Um… I signed on to do The Justice Friends, not King Kong." says Peter, absent-mindedly, referring to the hugely successful Justice Friends crossover movie from a few years ago.

Currently, the teenagers, plus Mandark and Jon, are standing on one of the sets to be used in the movie; a massive, tropical forest with a clearing in the middle, the shooting part of the set. In the middle of the clearing lay a massive stone structure that composed itself of a large platform, 2 towers, and some chains coming off the tops of the towers.

"You have read the script, right?" asks Mandark, who is now standing on ground level and is no longer sitting on a cloud of smoke.

"I mean, yeah, but-" says Peter before being cut off.

"So you'd know that this part comes only during the second act of the movie, right?" continues Mandark, interrupting Peter.

"Ooookay... still doesn't explain why we're shooting this scene first, though..." sighs Peter.

"Trust me, Spidey... it's a better idea to shoot scenes out of order." explains Mandark.

Mandark then turns and begins to walk away. Peter, on the other hand, simply continues standing where he had been. He then reaches over with his right hand and begins to slightly tug at the fabric which makes up his colorful costume. He pulls at it with his index finger and thumb clamped around a small section of blue fabric near his stomach, only to see how damp it had become. Does the room really need to be this humid? Even for a tropical scene?

"Oh, man. I knew that there was gonna be a couple'a warm scenes in this flick, but do they actually need to make it sweltering hot?" asks Peter out loud to himself.

However, unbeknownst to the teenager, someone had listened.

"It's to maintain the illusion." says a voice from behind.

Peter then turns to face a rather chubby-looking baldened man, wearing an orange shirt, beige khakis, black shoes, and thick glasses on his face. On the top of his head stood a pitch-black bowl cut, similar to the hairstyles of Mac Gargan and Otto Octavius.

"Who are you?" asks Peter, confused.

"Name's Beck. Quentin Beck." says the man.

"Why'd you say it was 'to maintain the illusion'?" asks Peter.

"To make the film look real. If we kept the room at normal temperature, then you wouldn't really get the sense of an action sequence taking place in a jungle." explains Quentin.

Peter looks on, puzzled. Quentin simply chuckles, smirking.

"Trust me, kid. I've been working in the special effects department for well over 20 years. This'll all be worth it in the end." explains Quentin.

Quentin then walks away, leaving Peter to his own devices.

"Well, if he says so..." mutters Peter to himself, still pulling at the collar of his costume.

* * *

Unbeknownst to Peter, or anyone else working on the set, for that matter, sinister forces are afoot amid this fated production...

...closeby, another pair of familiar eyes watch worriedly from the distance at the events soon to unfold.

"This has gone on for too long, now! I've got to make my move!" whispers Dexter to himself.

* * *

Around 10 minutes later, and Jon is talking to Peter.

"Alright, Spidey. In this scene, you and Buttercup'll be trying to rescue the damsel in the chains." explains Jon, whom is pointing at the chained actress.

"Seems simple enough." says Peter, whom has his arms crossed over his chest.

"You'd think so, but first, you've gotta get past the giant ape." says Jon.

Peter turns to the right, looking at the large, 20-foot tall replica of a human arm, only this one's covered in brownish fur.

"Gotcha." says Peter, flatly.

"Alright, now, get into position." says Jon.

"You're the director." says Peter.

Peter then pushes himself into the ground, launching himself into the air. He then lands, feet first, of course, on the filming portion of the set.

"Alright, ladies! And 3... 2... 1... action!" shouts Jon.

* * *

Peter and Buttercup move forward onto the stone podium, where the bikini-attired girl is chained up to 2 pillars, struggling at her bonds.

"Agh! Spider-Man! Buttercup! Save me!" shouts the girl.

As Buttercup floats above the crimson and cobalt avenger, Peter starts one of his famous quips.

"Have no fear! Spidey and friend are here!" says Peter, cornily.

"Jeez, did they really put that in the script? Who wrote this garbage?" thinks Peter to himself, dissatisfied with the script's poor quality writing.

Above, Buttercup is absolutely fuming at the rather... sexist approach to the script's writing. She hadn't thought about it much before, as both she and Blossom had been more focused on keeping tabs on Mysterio, but now that the scene is actually happening...

...well, let's just say that good ol' Butters has had better days in the spotlight.

"Ugh! I'm seriously gonna find the guy who wrote this piece of cockadookie of a script and give 'im a piece of my mind!" thinks Buttercup to herself.

As Buttercup flies overhead, a gigantic arm begins veering towards the 3 cast members, casting a shadow. They then turn to look at it.

"Oh, no! It's the giant ape!" says Peter, forcefully pushing out that awful line in the most egotistical voice of all time.

Peter then turns back to face Buttercup.

"Buttercup! Use your heat vision to scare this horrible beast away!" says Peter, not dropping that over-the-top tone of voice.

Buttercup lazily turns to look at Peter, then back at the animatronic.

"Okay, Spidey!" says Buttercup, using a similar, forced tone like Peter.

Buttercup's eyes then begin to glow a bright red. Not a second later, a pair of long, red-colored lasers erupt from her eyes, streaking towards the "beast", intending to scare away the expensive piece of hardware. The beams then streak by it's fur, barely singing it. The arm itself moves all wild-like, obviously trying to get away from the laser beams.

Buttercup then stops her barrage of beams. But just then, the arm moves downwards, towards Peter. Peter, on the other hand, is currently grabbing at the chains binding the actress playing the "damsel-in-distress", breaking the plastic binds with ease.

"There! You're free!" says Peter, again, in that forced tone.

The actress then puts on a large smile to her face as the plastic chains slowly come loose from her wrists.

"Oh, thank you, Spider-Man! You're my hero!" says the actress in a very cheesy tone of voice.

The actress then reaches out with her right arm and grabs Peter's mask, pulling it up to about the teenager's nose. Peter's eyes widen in surprise.

"Hey, w-wait-!" yelps Peter, before being silenced by the actress's lips colliding with his own.

Peter's thoughts race as he tries to kind of wiggle out of the actress's grasp, what with her wrapping her arms around his neck.

" _This part wasn't in the script!_ " thinks Peter to himself.

* * *

Behind the camera, Blossom stands there, shocked, with her eyes widened and her mouth completely agape at the sight of the crimson and cobalt super-hero making out with an actress during shooting.

" _What is he… ?!_ " thinks Blossom to herself, knowing full well that that part wasn't in the script.

But maybe, just maybe, a small part of her flushes with jealousy...

* * *

Back on set, Peter is now desperately trying to escape from the actress's grasp on his neck. Peter continues to wiggle, now a tad rougher and more forcefully. However, the actress refuses to let up, continuing her very passionate kiss.

At last, though, Peter finally manages to tear away from the actress, now panting due to lack of breath. The actress, while panting, simply grins.

"You're… a very good… kisser…" says the actress in-between pants.

"That wasn't… in… the… script…" says Peter, panting.

But before Peter can do anything, a green flash whizzes behind him. A crashh is then heard around 10 feet away. Peter turns to face the impact point, only to see a familiar ravenette figure rise from the ground, her hair a mess. Buttercup then turns to face Peter, only for her eyes to widen in horror.

"Spidey, look out!" shouts Buttercup.

At that moment, an all-too familiar tingle begins blaring at the base of the teenage boy's skull. Peter then begins to turn his head, but is too late as his body is suddenly restricted in it's entirety.

"Yipe!" yelps Peter.

The robotic ape arm prop then easily lifts Peter into the air, the pressure of the grip intensifying.

"Agh!" yelps Peter in pain, shutting his eyes tightly as he does.

Buttercup merely looks on in concern and confusion. She then looks towards

"Spidey?" asks Buttercup aloud.

Above, Peter continues to struggle in his attempts to get out of the machine.

"I-it's squeezing m-me so hard, I… I… can't… breathe!" squeaks Peter as loudly as possible.

At this, Buttercup's eyes begin to once again glow a bright red color. Seconds later, twin, red beams fly from her emerald orbs. The beams strike the fur-covered contraption, instantly setting it ablaze. The fingers then instantly release their grip on Peter, allowing his form to simply slip out of the palm.

Peter then gently touches back to the ground, panting, with his feet making a gentle thud as they make impact. Peter continues to crouch on the ground as he tries to regain his composure. Buttercup then dashes over in a flash of bright green, stopping only a few inches away from her fellow costumed adventurer. She then reaches down and begins to help him up.

"Are you alright?!" asks Buttercup, a frantic look on her face.

"Imagine the Infraggable Krunk using one of those stress-reliever balls… that's about where I'm at right now..." says Peter, panting between speech.

From behind, a voice rings out.

"Cut, cut!" shouts Jon.

Peter then turns to face him. A rather… _angry_ look under his mask. Jon then begins to walk towards Peter, an annoyed look on his face.

"What was _that_ all about?!" asks Peter, raising his voice.

" _I_ should be the one asking _you_ what that was all about! Just what were you _thinking_?! That animatronic cost us a fortune! Do you realize how much it's gonna cost to replace it?!" asks Jon, raising his voice.

" _I_ almost just got crushed to death, and _you're_ worried about a _hunka' scrap metal_?!" asks Peter, frustrated.

Jon narrows his eyes.

"That 'hunka' scrap metal', _kid_ , cost this studio $6,000! We don't have a very large budget, keep in mind, so replacing this arm is next to outta the question!" exclaims Jon.

Jon then turns and simply storms off, leaving Peter and Buttercup alone together.

"Well, then..." says Peter, surprised.

"Yeah..." says Buttercup.

All of a sudden, Bubbles appears from behind the 2 heroes, her face saying something urgent. Buttercup and Peter then turn to face her.

"Wassup?" asks Buttercup.

"Didn't you hear? We're moving location!" says Bubbles, enthusiastically.

Peter and Buttercup then turn to each other for a minute, then back to the latter's baby sister.

" _Moving location_? Where're we _going_?" asks Buttercup.

* * *

"Hadda ask..." mutters Buttercup, her eyes seeing, and yet, not believing.

"I... didn't expect to be shooting _here_." says Blossom.

Currently, the entire cast and crew, including the 4 teens, are standing on the famous Northern Townsville Bridge, the oldest existing bridge in the city's history. Considered to be the mirror to New York City's Brooklyn Bridge in terms of design, the Northern Townsville Bridge is almost an exact replica of the aforementioned bridge, with the notable exception of the steel-wire suspension.

Over the years, the bridge has become something of a target for the various giant monsters living on the Monster Isle, resulting in the need for the Powerpuff Girls to protect it from such beasts. The damage had often become so severe that Townsville's lawmakers considered demolishing the bridge. However, thanks to the insistence of Mayor Bellum's rather... _incompetent_ predecessor, the bridge had stayed intact through and throughout.

"If a giant monster comes near the bridge in the middle of filming, I swear..." mumbles Buttercup under her breath.

"Buttercup! Watch your mouth!" hisses Blossom.

"Oh, shut up, Bossy Blossy!" retorts Buttercup, using her infamous pet name for her sister.

About 10 feet away from the bickering sisters, one certain bubbly, blonde Powerpuff and a certain red and blue web-slinger are having a word of conversation with a certain director with a particular bone to pick with the latter teen...

"Alright, in this scene, you're gonna be fighting Mysterio on top the bridge, just like it says in the script." explains Jon.

" _Mysterio_? I thought I was gonna fight someone else..." says Peter.

"That's what it says in the script, don't it?" asks Jon.

"From what I read, it just said 'villain', which was really odd to me." explains Peter.

Bubbles looks on at the both of them in confusion.

"At any rate, you're gonna be fighting Mysterio atop the bridge. He's gonna try and coax you into trading your soul for better powers, but you'll refuse." explains Jon.

"Right. Like every _other_ super-hero movie ever made..." mutters Peter.

"I _heard_ that, Web-Head..." growls Jon.

* * *

Peter steadily pulls himself from the ledge to the top of the bridge. He had been directed to come up here less than 5 minutes ago by Jon to meet Mysterio. Blossom offered to fly him up there, as it would be much faster, but Peter declined the offer, stating the need for some exercise.

As Peter stands atop the bridge he notices a familiar, green, cloaked figure waiting in front of him, seemingly sitting with his legs criss-cross on a purple cloud of smoke.

"Fancy meeting you up here, fishbowl." says Peter.

Mandark simply grumbles something under his breath, annoyed at everyone's remarks of his helmet being a fishbowl.

"So... come here often?" teases Peter.

"I'm not amused by your witticisms, Spider-Man." says Mandark, angrily.

"Whoa, whoa, _chill_ , Mysty. I'm just joking, man." says Peter, raising his hands in defense.

"Humph!" grunts Mandark.

* * *

And so, minutes later...

"3... 2... 1... _action_!" shouts Jon, himself on ground level with a megaphone.

Atop the bridge, purple smoke begins to fill the scene, shrouding everything in sight. Within a minute, the entire upper portion of the bridge is completely blacked out in a thick, violet-colored smoke. Peter then turns his body around, only to see a silhouette in the shadows gently make itself known.

It then breaks from the smoke, revealing it's familiar, green, red, and gold form, with an unforgettable fishbowl for a helmet, floating on a purple-hued cloud with his legs crossed.

"Spider-Man…" says Mandark.

"Mysterio…" mutters Peter.

"Have you accepted my offer, boy?" asks Mandark.

"Read my lips, oh, Grand Master; take your deal and shove it!" shouts Peter.

Mandark then lowers his head, seemingly shaking it beneath his dome helmet, only to turn to Peter once again.

"Disappointing. However, not _unexpected_. " says Mandark.

The fishbowl-headed magician then raises his left arm forwards, in it a small clump of what appears to be blue dust.

"Have your worst fears _realized_! " shouts Mandark.

He then flicks his wrist, sending the blue sand flying towards the crimson and cobalt cadaver. The dust then strikes Peter's face, in accordance with the script. As the blue smoke hits Peter's face, the teenager stumbles back a tad, his hands covering his face.

"Hey! What the heck-?!" shouts Peter as he rubs his masked face with his hands.

However, as Peter lowers his hands from his face, he notices that Mysterio is gone, not in accordance with the script. He then looks around frantically, trying to find his co-star, with the only thing in his sight being thick, purple smoke.

"Mysterio? _Mysterio_?" calls Peter, trying to find the fishbowl-headed magician amid all the purple in the air.

Peter then turns to see a larger silhouette coming from the smoke. Still dazed, Peter is barely able to make out the figure's form when it suddenly lunges at him, familiar green armor and tail glistening in the sunlight.

"GAAAGGHHH!" screams Mac as he lunges.

Peter barely manages to push himself out of harms' way as the shining green teenager pounces on the spot his former friend had been.

Peter lands on both feet, standing in a defensive position, eyes widened.

" _How?! How is this possible?! He's supposed to be in prison!_ " thinks Peter to himself, thoughts racing through his mind.

Mac simply grins, his toothy smile also making way for a few trickles of his acid-saliva to pour through his fangs.

"I'm gonna make _mince-meat_ outta you, Web-Head!" hisses Mac.

Peter then raises his arms in a defensive position, preparing to fight his former classmate and most recent enemy.

"How'd you get out of jail?!" asks Peter.

Mac looks on into the chrome lenses on Peter's mask, his own, slit eyes reflecting into them.

"I'm gonna keep _that_ inning to _myself_!" growls Mac.

Mac then raises his clawed, gloved hands, ready to slaughter the crimson and cobalt hero in cold blood.

"Spidey, by the time I get done with you, there won't be enough left to take to the _morgue_!" declares Mac.

Peter widens his eyes in nervousness, a cold sweat trickling through down his skin and soaking his costume. His heart rate begins speeding up exponentially.

"W-why am I getting so... so nervous?" thinks Peter to himself.

Mac then pushes down into his right leg, and begins charging towards Peter like a speeding rhino.

"RAAAAAGGGHH!" roars Mac.

Peter simply stands his ground, waiting for the right moment...

 _Closer..._

Mac trudges ahead, his saliva pouring from his mouth like water from the spigot.

 _...closer..._

Mac's eyes flare wildly, like a rabid dog, behind the orange goggles in his mask.

 _...closer..._

Just as Mac is but a few inches away from Peter, the latter throws his left arm forward, seemingly full strength, his fist connecting with the savage villain's jaw...

...only for it to pass directly through his body. Peter's eyes widen in shock at this.

"W-what the... ?!" exclaims Peter.

Peter then shakes his head around frantically, trying to find any sign of his psychotic adversary. Peter, having leapt towards the edge, turns and looks down, gazing out into the clear blue water not obstructed by the purple smoke.

However, as he does, a familial tingle goes off at the base of his brain stem, causing Peter to rapidly turn himself around.

"Wha- _oof_!" yelps Peter just as a force connects with his face, sending him stumbling backwards, over the edge.

Seconds later, Peter loses his footing on the bridge...

...and begins his descent. Down into the murky water below.

* * *

On the ground level, everyones watches in horror and gasps as a familiar red and blue blue descends from the top of the bridge like a fallen angel from the highest heavens.

" _Spidey_!" yelps Blossom.

"I've got 'im." declares Buttercup.

The latter Powerpuff then dashes off in a flash of bright green light towards the falling hero, not about to let him become shark bait today.

* * *

The wind blows through the barely-conscious Peter's face as he falls towards the water, still in a daze from that dust, the sight of Scorpion, and being smacked over the edge.

" _Ngh... Blossom..._ " thinks Peter, his seemingly last thoughts about the girl he loves most.

However, before he can hit the water, Peter's body stops and is suddenly cradled by a pair of... arms?

Peter's eyes barely manage to flutter open, only to be met with the emerald eyes of a certain green Powerpuff.

"B-Buttercup... ?" moans Peter.

"I gotcha. Hang on, we're heading back to the road.

Peter's body goes limp as Buttercup shoots back towards the lower portion of the bridge.

* * *

"...and then I turned around, and something hit my face." explains Peter

Currently, he is sitting in the back of an ambulance, his mask halfway up his face, with a bottle of water in his left hand. For the past 5 minutes, he had been explaining what had happened on top of the bridge to Jon and the girls.

"So, wait, wait, wait. You were about to clock Scorpion in the face and he just... _vanished_?" asks Blossom.

"Yeah! Into thin air, I tell you!" exclaims Peter.

"But, wait. I thought that Scorpion was in jail... _right_?" asks Bubbles.

Blossom turns to her little sister.

"He is. I had the Professor check up on him last weekend. Dazed and in solitary confinement with a straight jacket. Plus, if he did break out, we'd have been notified." explains Blossom.

"I think he mighta' hallucinated." says Buttercup.

Peter, Blossom, Bubbles, and Jon then turn to face Buttercup.

"I mean, you said that Mysterio threw some kind of blue dust at you, and that you saw Mac immediately after, right? What if that dust was some kinda, I dunno... hallucinogen or whatever?" explains Buttercup.

However, before anyone can answer, the primary suspect in this situation comes up behind the group of 5, hints of smoke trailing behind him.

"Sorry for my tardiness, everyone. I heard about what happened on the bridge. I apologize for my ignorance. I did not know what had happened." explains Mandark.

Blossom and Buttercup narrow their eyes in suspicion, believing that Mandark had been behind Peter's fall somehow.

"Oh, yeah?" asks Buttercup.

She then begins walking right up to him, stopping only a few inches in front of his face.

"And how do we know that _you_ weren't the one who knocked Spidey off the bridge?" asks Buttercup, her voice borderline growling.

Mandark lowers his body to be closer to Buttercup's face level.

"You'd be wise to keep such accusations to _yourself_ , young lady." says Mandark, menacingly.

Buttercup doesn't flinch.

"You don't scare me, fishbowl." says Buttercup.

As the tension between Buttercup and Mandark intensifies, Jon steps in the middle of them, trying to break it up.

"Alright, you 2. Buttercup, step off and take a breather." orders Jon.

"But-" starts Buttercup.

"I don't wanna hear it. You and your friends have been more than enough trouble for me today. C'mon, Mysty. Let's go somewhere else and talk." says Jon.

Behind them, Buttercup fumes with anger, her teeth grit.

"The _nerve_ of that guy..." growls Buttercup.

Behind her, Blossom, Peter, and Bubbles watch on as the Toughest Fighter tries in vain to keep her temper in check.

* * *

After the whole fiasco at the bridge, the crew heads back to Wonder Studios. Because of the accident, what with Peter falling off the bridge and whatnot, the producers had decided to wrap shooting on that particular location for the day and come back to it at a later point.

The strange part, though, is that Mysterio hadn't returned with the rest of them, raising major suspicions among the teens. Well, 3 of them, anyways...

As the actors and crew members continue to pile into the studio, Blossom, Peter, and Buttercup stand around near one of the sound rooms, chatting amongst one another about all these strange events playing out.

"I'm telling you guys, Mysterio's up to something! I can feel it! It seems all too coincidental that these accidents happened twice on the same day! Plus, the whole thing about him not giving each of us the full script for the movie, regardless of how bad it is, is just plain weird!" says Buttercup.

"I'm inclined to agree. I mean, it seems more like sabotage than just pure malfunction." says Blossom.

"Are you saying that... Mysterio's been sabotaging the film in an effort to kill me?" asks Peter.

Buttercup rolls her eyes.

"Well, _duh_! Of _course_ he's been trying to off you, Web-Head! It's too much of a coincidence that _our_ copies of the script are incomplete in comparison to _yours_ , that giant hand started to crush the life outta ya, and Mysterio threw a hallucinogen at you on top of the bridge that made you see Scorpion! I'm also willing to bet that _he_ was the one who smacked you off the bridge, considering that, y'know, he was the _only_ other person on it besides you!" explains Buttercup.

"Sounds about right." says Peter, contemplating the situation more and more.

Blossom then widens her eyes at the realization of something. Peter and Buttercup turn to face the Powerpuff leader.

"What is it?" asks Buttercup.

"I just realized... _Bubbles_!" exclaims Blossom.

* * *

"Oooooh..." mutters Bubbles, her eyes not being able to be taken off the heavenly sight in front of her.

Currently, she is standing in a fitting room filled with various dresses and female's wear worn by actresses throughout film history. From puffy, ballroom dresses to just casual, everyday street wear, this room has everything.

However, even as Bubbles, being the fashionista she is, continues to look around at these famous pieces of film history, a sinister force awaits to do away with her...

" _She must be eliminated!_ " thinks Mandark to himself, looking around the corner at her. he then reaches down behind his cloak, only to pull out a familiar, blue dust.

" _Now, her greatest fears shall be realized!_ " thinks Mandark to himself.

However, as he aims it and prepares to throw it at at the bubbly blonde, she turns her head, allowing Mandark to get a good look at her face. Her milky shin glistens in the room's light. Her blue eyes seemingly glow when he looks into them. Instantly, he sees visions of a certain other person he knows... and loves...

"Dee-Dee..." says Mandark, mindlessly.

Bubbles turns her head at the sound of this, only to see a familiar fishbowl standing several feet away from her. Bubbles then tilts her head so the right.

"Mysterio?" asks Bubbles.

But before Mandark can snap out his his daydreams, something heavy slams down on his back with a _thnk!_

"Ugn!" yelps Mandark as he tumbles to the ground.

Bubbles widens her eyes in shock. She then begins to rush over to help her co-star, who has the wooden remnants of a chair splayed across his body.

"Mysterio!" exclaims Bubbles.

However, before she can get to him, she is met by the sight of a familiar, red-headed Boy Genius with a pair of glasses on and a white lab coat.

"No! Don't help him! He's the bad guy!" explains Dexter in his thick Russian-German accent.

"Wh-who are you?!" asks Bubbles.

Dexter simply reaches out and grabs her wrist, and then begins pulling her along with himself, away from Mandark's limp form.

"C'mon, we're not safe here! You, your sisters, and your friend are in danger!" exclaims Dexter.

"Who are you?!" asks Bubbles again.

"My name is Dexter, and you and your sisters need to listen to me!" exclaims Dexter.

* * *

Back near the sound rooms, the 3 other teens continue to converse with each other, now talking casually with one another as if they had all known each other for years.

"I mean, I kinda hoped that the movie'd be about, like, mystery, or something that makes you think. Not your typical, run-of-the-mill, mindless summer blockbuster." explains Blossom.

"Considering the last time we were involved in the production of a movie, I was expecting better. Now we've gotta worry about whether this place is all one, giant death trap." says Buttercup.

"I hope to the lord you guys are wrong 'bout this being a trap..." mutters Peter.

Blossom and Buttercup turn to face Peter.

"Hey, I need cash! A web-slinger's gotta eat, too!" explains Peter, defensively.

However, before anyone can respond, a familiar, red-headed boy in a lab jacket gripping onto the wrist of a certain blue Powerpuff come running towards the 3 teens, pushing past everyone else in their way.

"Hey! You guys!" exclaims Dexter.

"Who's ginger Doctor Frankenstein?" asks Peter, noting Dexter's accent.

Dexter and Bubbles then stop in front of the trio, panting heavily.

"Bubbles! Who is this?" asks Blossom.

"Guys... I think you... were right... about... Mysterio..." says Bubbles between pants.

The 2 then regain their composure and raise themselves upright, looking at the remaining teens in the eye.

"My name is Dexter McPhearson, and you guys have to listen to me! This is all a giant ruse! This film _isn't_ real! It's a _trap_!" explains Dexter.

The 4 younger teens widen their eyes, though Buttercup narrows her's.

"I _knew_ it! I knew this was all a _joke_!" exclaims Buttercup in triumph.

However, before Dexter can go on any further, a familiar, green-garbed, fishbowl-donning magician limps in on the other side of the room. With the majority of the room empty, he is able to easily identify his 4 co-stars.

"I... I was attacked! In the-" says Mandark before cutting himself off.

He and Dexter immediately lock eyes with one another. Beneath his helmet, Mandark narrows his brow.

"Dorkter..." growls Mandark.

"Mandork..." mutters Dexter.

The tension in the room then becomes so thick, not even a fusion torch can cut through it. However, as silence slowly encompasses the room, a certain someone perks up his voice.

"Um, _awkward_..." mutters Peter.

 **(I'M SO EFFIN' LATE! I KNOW! I'M SORRY!)**

 **How'd y'all like the homage I made here to _Spider-Man and His Amazing Friends_? Eh? No? Not feelin' it? Aw, shaddup and sue me!**

 **Well, no need to worry, true believers, 'cause next chapter is gonna be the _actual_ final confrontation! Spidey, the girls, and Dexter vs. Mysterio!**

 **Stay tuned! Same Spidey-time, same Spidey-channel!**


	27. Chapter 27: End Credits

"So… it was all a _setup_ , then?" asks Blossom.

Currently, the Powerpuff Girls, the redheaded Teen Genius Dexter, and, of course, the Amazing Spider-Man are standing alongside one another, facing down the fishbowl-headed teen scientist Mandark, better known as the enigmatic, self-proclaimed Master of Illusion, Mysterio.

"Yes. A mere _setup_. You and the girls poised a possible threat to my plans and I needed to be sure that you would _no more_. " explains Mandark, his identity now known to the heroes.

"Then I have to ask… why the elaborate film production? Why not just try and take us out directly?" asks Blossom.

"You and your sisters have conquered robots, giant monsters, super-villains, and _aliens_! Merely sending a monster or machine at you would not have worked. And as for Spider-Man… " explains Mandark, trailing off, who then turns to face Peter once again.

"...you've defeated such villains like the Shocker, the Vulture, and the Scorpion. Besides, I wanted to allow myself a great and magnificent victory over you!" exclaims Mandark.

" _Someone's gotta real case of ego-mania!_ " thinks Buttercup to herself.

"The bottom line is; if you want something done _right_ …" explains Mandark, who then trails off once again.

Peter, the girls, and Dexter then tense up, preparing for an attack. Purple-hued smoke then begins to form around Mandark's body.

"...you have to do it _yourself_! " finishes Mandark, whom is then swallowed by the smoke enveloping smoke.

When the smoke clears, however, the 5 teenagers are shocked to see that their glass-headed opponent is not there.

"Hey! Where'd he go?!" asks Buttercup, who is narrowing her eyes.

"Keep your eyes peeled. I know Mandark well. As he's gotten older, he's become more sneaky and clever, usually preferring to do things from the shadows as opposed to being directly involved in combat directly." explains Dexter.

" _If that's the case, then good ol' Spidey-Sense should be able to avoid the booby-traps that Mandark's probably got lying around here!_ " thinks Peter to himself.

"Yeah, I've been meaning to ask 'bout that; how do you know Mandark so well?" asks Buttercup.

Dexter merely sighs, shutting his eyelids over his orbs at the same time, before reopening them.

"It's… a long story. I'll explain later. C'mon!" exclaims Dexter.

* * *

In another part of the studio, a certain purple-colored cloak floats ominously along the concrete floor, purple smoke trailing behind it.

"Curse that blasted Spider-Man… curse those Powerpuff Girls… and most of all… curse _DORKTER_! " shouts Mandark.

Mandark continues tugging on a rope he had grabbed only a few seconds ago. He would sabotage the entire _studio_ if needed. 3 little girls, his arch-rival, and some clown in a red and blue leotard wouldn't put a stop to _this_ plan.

* * *

"Now, if _I_ were a sociopathic scientist-turned-magician who thinks that wearing a fishbowl on his head is a good fashion sense… where would _I_ hide?" asks Peter out loud to himself.

Dexter turns to the left to face his costumed comrade, somewhat annoyed.

"What _is_ it with you and the wisecracks?" asks Dexter in an annoyed tone.

"Don't get on him about that, it's his _thing_." says Buttercup.

Peter turns to face his raven-haired ally.

" _Finally_ , someone _gets_ it!" says Peter in a relieved tone.

Currently, the 5 teens are walking, well, in the girls' case, _floating_ , down a darkened hallway, vacated by the staff after Mandark had been ousted as a villain himself. Peter had taken charge as the leader, with Dexter standing to his right, Blossom to his left, and Bubbles and Buttercup behind them.

The masked super-hero had been mindful to warn his fellow comrades of any danger in the event that his Spider-Sense would blare like a ten-bell alarm.

Dexter then turns back to face Peter, somewhat nervous.

"I've been meaning to ask, but… how _exactly_ did you _get_ your powers?" asks Dexter.

Peter turns to face the redhead.

"I won 'em on a quiz show." says Peter, who then turns back to face the front.

Dexter does the same, somewhat frustrated.

" _Wise guy…_ " thinks Dexter to himself, not really appreciating Spidey's seeming cocky and carefree attitude.

* * *

As the teens approach the more darkened corridor of the studio complex, a dark chill begins running up all 5 teens' spines. A foreboding and unsettling atmosphere begins to take hold.

"I dunno 'bout your guys... but this part of the complex gives me the willies!" says Buttercup.

But as Buttercup finishes that sentence, an all-to-familiar sensation makes itself known at the base of Peter's brain stem.

" _Spider-Sense!_ " thinks Peter to himself.

Peter then pushes out both arms, grabbing Dexter and Blossom by their own.

"Hey!" yelps Blossom.

"What the-?!" shrieks Dexter.

Without thinking, Peter pulls himself back, taking his girlfriend and the Boy Genius with him. Not a second later, a loud _crashhhh_ is heard as a large crate slams into the concrete in front of them, the wood shattering into a million pieces. Peter then releases his hold on the 2 redheads.

" _Yipe_!" shrieks Bubbles.

"Whoa..." gasps Buttercup.

Blossom and Dexter then turn to face Peter, their faces both agape.

"How did you... ?" starts Blossom.

Peter turns to face her, her pink orbs reflecting in his mask's chrome lenses.

"Err... _lucky guess_?" says Peter, not willing to expose the mystery of how he can sense danger, even to a close ally.

"Can we get _going_ , now?" asks Buttercup from the rear.

* * *

Near the heroes' location, a familiar fishbowl fumes furiously.

"Argh! Curse those blasted heroes! They cannot be allowed to live much longer!" declares Mandark.

* * *

Back with the teens, the position has switched. No longer is Peter at the front of the group, now his lovely girlfriend has taken that spot. As the teens continue to walk along down the corridors of Wonder Studios, however, there is some unexpected... _bonding_ happening between the 2 redheads.

"You know, I've never been to the Caribbean before. I'd love to go sometime." explains Dexter.

"Oh, I've been there before. Tons of times. Me and my sister went there once to battle Mojo when he tried to create a tsunami with the water. Woulda got away with it, too, had the Justice Friends not intervened when they did.

"No kidding! You've met the Justice Friends?! Oh, man, I've only ever met Major Glory!" explains Dexter.

But as the 2 ginger-head people continue their conversation, behind them, a certain brunette in crimson and cobalt spandex fumes with jealousy, the thought of another person, let alone a geek such as himself, trying to take his girl having been on his mind for the past 3 months, but the sheer reality of it only becoming prevalent in the past 10 minutes.

" _Oh, great! Why don'cha set 'em up on a date, Spidey?_ " thinks Peter to himself, annoyed.

Buttercup seemingly takes notice to her costumed ally's frustration. Even without a mask, he can tell by his sheer heavy breathing that something's bothering him.

"Wassup?" asks Buttercup, whispering.

Peter turns to face her.

"I don't like that Dexter's trying to hone in on Blossom." explains Peter, whispering as well.

A small smirk climbs up Buttercup's face.

"Ooooh! Someone's gotta _crush_?" asks Buttercup teasingly.

"Shut up, Buttercup!" hisses Peter, mindful to keep his voice down.

"Admit it, you like her!" says Buttercup.

Peter turns back to face the front, now blushing furiously, his arms crossed across his chest.

"I never said anything..." grumbles Peter.

"Aw, c'mon! Lighten up, Francis!" says Buttercup.

"Whatever..." mutters Peter.

"Hate to tell ya, though... she's kinda _taken_." mutters Buttercup.

"I _get_ the picture, Butters..." says Peter

In the front, Blossom continues her attempts to scope out the studio with her X-Ray vision, trying to point out any traps that may lie ahead.

"See anything?" asks Dexter.

"Not yet." says Blossom.

However, just as Blossom finishes saying that, a tingle begins going off at the base of Peter's brain stem.

" _Spider-Sense!_ " thinks Peter to himself.

Peter whips his head around... narrowly leaping out of the way, while pushing aside Bubbles and Buttercup, as the pair of gigantic teeth miss him by a few millimeters, going _chomp_ as they clamp down.

" _Yipe_!" yelps Peter.

"Hey!" shouts Buttercup.

"What the-?!" yelps Bubbles.

The 5 teens then turn their attentions behind them, only to widen their eyes when they come face-to-face with...

...a giant, orange-skinned T-rex. Complete with glowing, red eyes.

"Um... I'm not the only one who sees this... right?" asks Dexter.

"Nope." says Bubbles, popping the P.

Buttercup narrows her eyes, determined as ever. She then dashes into the air in a flash of bright green.

"I've got it!" exclaims Buttercup.

"Buttercup, _wait_!" shout Peter, Blossom, Bubbles, and Dexter all at once.

Buttercup herself edges closer and closer towards the prop dinosaur, a determined look on her face, when suddenly...

 _CLANG!_

...it's tail slams right into her head, sending her flying backwards. Buttercup then collides with a wall behind her with a loud _crshh_ ringing out across the room, before silently sliding to the ground.

As the Toughest Fighter remains slouched over on the ground, semi-conscious, Blossom, Peter, Bubbles, and Dexter are left to face the beast from the Land Before Time.

"Does, ah, anyone here have any ideas for how to deal with MechaGodzilla?" asks Peter, his mind still trying to register the sight of a behemoth like this.

However, unbeknownst to everyone else, Blossom is using her X-Ray vision to scan any structural weaknesses in the obviously fake dinosaur's skeletal composition.

"Guys, I've got it!" exclaims Blossom.

"What is it?" ask Dexter and Bubbles in unison.

The beast gets ever the closer to the group of teenagers, causing them to slowly inch backwards.

"This dinosaur is _obviously_ a fake movie prop, right?" asks Blossom.

" _Obviously_." mutters Peter, half-seriously, half-sarcastically.

Whoever had designed the skin did a good job at making it convincing.

The mechanical T-rex swings it's tail down towards the teens, causing Peter and Blossom to jump to the right side of the tail, while Bubbles narrowly grabs Dexter and dashes away.

"The legs are operated by hydraulic compressors. Jam up the hydraulics..." says Blossom, trailing off.

"...and MechaGodzilla topples over." finish Peter and Dexter, realizing the auburn-haired Powerpuff's strategy.

The 4 teens then look back at the approaching behemoth, slowly lumbering towards them as if it were wandering through Tokyo and then scatter with Blossom and Bubbles flying up in the air to enact the plan, and Dexter rushing over to help Buttercup. Peter pushes his feet against the ground, launching himself backwards swiftly before landing on the wall behind him, hands and feet connecting with the surface of the studio wall.

Peter then looks out towards the mechanical dinosaur, then towards Blossom and Bubbles. He raises his left hand against his masked face, putting it next to his mouth.

"Blossom! Can you get rid of the skin around the legs?!" asks Peter.

Blossom nods her head. She then turns to face the mechanical beast's thighs inhales a breath of fresh air, puffing out her cheeks, before lurching forward, shutting her eyes, and exhaling in a breath of icy, cold mist from her mouth.

The blast of cold air and snow instantly strikes the T-rex's left thigh, forming a barrier of ice around it and preventing it from moving. The cyborg-dinosaur then stops dead in it's tracks, unable to move because of the frozen hydraulics in it's upper leg. The beast flails it's large head and tiny arms aimlessly, trying anything to get free.

Bubbles' eyes then begin to glow red, before a pair of long, red laser beams fly from her retinal recesses. The beams instantly strike the beast's frozen leg, rather quickly melting the ice encapsulating it until it eventually disappears completely, turning into hot, somewhat steamy liquid. The dinosaur, now free of it's imprisonment, then begins to move again.

Peter then sticks out his left arm, pushes his middle finger into the palm of his hand, and with a _thwpp_ , fires a web from his wrist. The webline attaches with a support beam atop the ceiling. Peter then pushes himself off the wall, grappling onto the webline, and swings off towards the dinosaur.

He then lands on the dinosaur's left shin, slowly climbing up towards the thigh. Once Peter gets there, he reaches out with both hands, grabs the skin, and tears a good chunk of it off without much effort, exposing the inner workings of the dinosaur's mechanics.

"Thank you, Science in Extreme Temperatures." mutters Peter to himself.

Peter then takes a good, long look at the factory of mechanics working and hydraulics pushing and pulling against each other to allow the dinosaur's movement.

"Alright, is there any specific damage I can do? Ah, screw it..." says Peter.

Peter then raises both arms to the inner workings. He then squeezes his middle fingers into his palms, and just like that...

 _Twhpp!_

A long, gunky burst of web fluid is now spread into a good portion of the nooks and cranies of the hydraulics.

Peter then pushes his legs against the bumpy skin, and like the finest Olympian athletes, he springs off in a somersault. Peter then lands gently on the ground, Blossom and Bubbles joining in from behind as the dinosaur begins to slow up.

"The _bigger_ they are..." starts Peter.

The beast then begins to tip to one side, before beginning it's bumpy descent, and then...

 _WHAM!_

Instant K.O.

"...the _harder_ they fall." finishes Blossom.

All of a sudden, a strange, yellow mist envelops the 3 teens, causing some heads to turn.

"Huh?! What the-?!" yelps Peter.

"What's going on?!" asks Bubbles frantically.

A few second later, the smoke disappears, but there is one, glaring issue. Before, 3 super-powered teens were caught in the mist...

...but now only 1, costumed one remains.

Peter turns his head frantically, trying to find his girlfriend and her sister, only to find that they are nowhere in sight.

"Blossom?! Bubbles?! Where'd ya guys go?!" asks Peter, frantically.

All of a sudden, purple smoke begins enveloping around Peter's ankles. A familial tingle at the base of Peter's skull causes him to turn around to face a certain, fishbowl-headed adversary with even more purple smoke behind him.

"What'd you do with them?!" asks Peter, angrily.

"Perhaps they're maybe..." says Mandark.

All of a sudden, from a trapdoor hidden within the upper ceiling hatch opens up in 2 distinct flaps. From it drops a net holding 2 familiar, struggling figures. A blue-eyed blonde and a pink-eyed redhead, to be specific.

"...tied up!" finishes Mandark, his arms crossed across his chest.

"Blossom! Bubbles!" shouts Peter in horror at the sight of them entangled in the brown rope-net.

"Ngh! Can't get free! Ropes... too strong!" exclaims Blossom.

"I'll get you outta there!" exclaims Peter.

"I wouldn't try that if I were you, Spider-Man." says Mandark.

All of a sudden, below the struggling bundle of Powerpuff Girls, a portion of the floor seemingly disappears. From below, a great fire burns rapidly. Mandark then raises his right wrist towards his chest, showcasing the golden gauntlet atop it.

"One more step, and I'll snap my fingers and send your friends careening to a fiery, cataclysmic end!" proclaims Mandark.

Peter merely squints his eyes in anger, trying to come up with a plan to save his friends.

"On the other hand..." says Mandark.

The fishbowl-headed villain snaps his fingers yet again. From above, another net, this time containing a certain, ginger Teen-Genius and an unconscious, ravenette Powerpuff within, drops down from another opening hatch in the ceiling.

"Dex?!" yelps Peter.

Dexter smiles nervously.

"Heh... he, ah, um... funny story, actually..." mumbles Dexter.

"And _this_ is why I've always been more intelligent than you, Dorkster. I don't fall for such silly traps. " gloats Mandark.

Dexter glares down at Mandark.

"Ah, shaddup, Mr. Magic 8-Ball!" shouts Dexter.

" _As I was saying_... " grumbles Mandark.

A bottom hatch below Dexter and Buttercup's imprisonment opens up, revealing a gruesome fate below it; deep, ice-cold water with several hungry, man-eating sharks swimming in it, dying to eat some fresh blood and bones.

"Choose, 'hero'!" declares Mandark.

The nets begin lowering into their respective dooms; Blossom and Bubbles into the pit of fire, and Dexter and Buttercup into the pit of sharks.

"You can _only_ save _one_... " growls Mandark, evilly.

Peter frantically shifts his head from one set of hostages to the other, panicking over whom to save. His girlfriend, or the Teen Genius?

" _Oh, man! What do I do?! This has never happened to me before!_ " thinks Peter.

"Spider-Man! Do something!" shouts Dexter from his net.

All of a sudden, Peter gets an idea. A risky one, but an idea nonetheless.

Peter presses his feet against the floor, pushing himself away. He then lands on the net holding Blossom and her blonde sister. He then stretches out his left arm, presses his middle finger into the palm of his hand, and with a _thwpp_ , out fires a white strand of thick, organic webbing.

The webline attaches itself to the rope dangling the opposite net, just above where Dexter is currently positioned.

"Dex! Grab old of the web and pull!" shouts Peter.

Dexter reaches his hands out of the net trap, gripping his hands around the sticky substance. Dexter then begins to pull against the substance itself, gradually drawing himself and Buttercup away from the death trap laid out below.

The reverse also happens to Blossom and Bubbles' net, as it, too, is dragged away from the death trap.

Both nets gently lower themselves down onto the floor, safe from impending doom.

Peter then begins to untie the net surrounding Blossom and Bubbles. Eventually, he is successful, and the 2 Powerpuffs are freed.

"Whatever that rope was made of, it nullified our powers!" exclaims Blossom.

In the midst of background, however, a familiar, cloaked villain begins to make his getaway. Blossom, Bubbles, and Peter all turn to face the escaping Mandark.

"I've got him." says Peter.

Peter then raises his right arm, presses his middle finger into his palm, and _thwpp!_ He's off swinging towards the Mad Magician.

Blossom and Bubbles, meanwhile, rush over to aid Dexter in getting free of the net. The heroines begin untying the net itself, getting free their ensnared comrades.

"You ever wonder how we got demoted down to being backup?" asks Bubbles.

* * *

Meanwhile, in another portion of the studio, the charlatan illusionist continues running, sprinting, not faster than a speeding bullet, but at about the speed of a rampaging rhinoceros. Even with a large, flowing cloak gliding behind him, Mandark's speed is not inhibited.

"Must... get away... from them... from _him_!" exclaims Mandark, panting like a dog.

A pair of double doors are then in sight, causing Mandark's eyes to widen with glee. As he approaches them, he knocks into them with both arms, leading the fraudulent illusionist into another, larger room.

The room itself appears to be a large sound-stage, complete with various other kinds of film props in-between. Varying from model UFOs, to an Old-Western styled pub, and various kinds of '70s chase car props.

" _Maybe I could..._ " thinks Mandark to himself.

Before Mandark can finish that sentence, however, he is delivered a swift, forceful kick, sending him flying with a _kctch!_

"Ey, watch out! I'm swinging here!" says Peter teasingly, swinging down from the rafters behind on a strand of webbing.

Mandark then crashes through the brown, wooden doors of the Old-West pup set with a _smash_ , before crashing into a wooden table with a _thksh!_

"Oof!" yelps Mandark.

As Mandark arises from the remains of the table, he winces. Pressing his and against his stomach as he rises, Mandark is quick to note the red-and-blue, spandex-clad teenager standing in front and above him.

"Y'know, I haven't been to a western resort since I was 8. _This_ takes me back!" exclaims Peter, jokingly.

Mandark then slowly rises from the remnants of the table, clutching his stomach with his left hand. He then looks on at Peter, before making a move. Raising his arm, thick, purple smoke begins to full the room.

"Leave me alone!" exclaims Mandark as he disappears into the cloud of smoke.

Peter shields his face with both of his hands as the smoke envelops the room. Moments later, the smoke gradually dissipates...

...with Mandark missing. Again.

"Y'know, that disappearing act's getting _real_ old!" exclaims Peter out loud.

Peter then turns and runs back out the way he had entered, only stopping short a few inches outside. Peter then frantically begins to turn his head every whichaway, trying to find any sign of his colored smoke-addicted adversary.

"Cut the act and face me, Mysterio! I know you're here!" exclaims Peter.

All of a sudden, though, a voice rings out.

"But it's such a _good_ act! An act that could be remembered as the finest yet; the _end_ of Spider-Man! " gloats Mandark.

All of a sudden, a tingling, vibrating sensation, one which we are all too familiar with, begins to ring at the base of Peter's brain stem.

" _Spider-Sense!_ " thinks Peter quickly to himself.

He then frantically turns to his right, attempting to face the threat behind him...

...only to be immediately struck from behind by a large, metal object with a _clnk!_

" _Oof_!" yelps Peter in surprise.

The teenager is then sent flying across the wayside of the room, eventually colliding with a concrete wall with a _thnk!_

" _Ack_!" yelps Peter as he slams into the wall.

Peter then slowly raises himself, nursing his head with his right hand as he does, his left hand against the wall behind him to support himself.

"Ugn..." groans Peter.

Peter's head then raises up to look forward, only to widen his eyes in horror as he does so, as the sight of a silver, shiny model UFO attached to a support cable careens towards him at such a frightening speed.

"I like to call this part of the act _the ol' Smusharoo_! " gloats Mandark.

The UFO inches closer and closer to Peter. At it's current speed, not even the teen's superhuman speed could save him. Peter then flinches and prepares for the end.

Closer.

Closer.

 _Closer_...

Peter clenches his eyes shut for the inevitable end, preparing to be flattened like wet cement by a steamroller by the impact...

...that is, until he realizes that he has kept his eyes closed for more than a minute and half, longer than it would have taken to smush him flat.

Peter then slowly opens his eyes and looks up, only to see a certain blonde-haired, dual-pigtailed Powerpuff pushing against the metallic object, completely stopping it in it's tracks. He then looks up at here, completely baffled, and yet, in awe. Bubbles then turns back to face her costumed ally, a smile on her face.

"Oh, hey Spidey! What's up?" asks Bubbles, warmly.

"Bubbles... ?" sputters Peter.

"You might wanna get outta the way. I'm gonna let this go." says Bubbles.

Peter then rolls to his right side, swiftly getting out of harm's way, before getting back to his feet. Bubbles then clenches her teeth and pushes back the prop UFO, making it soar backwards and upwards. The UFO then strikes the ceiling with a _crshh_ as it lodges itself in there.

"Uhm... uh... wow. Nice arm." says Peter, complimenting her.

"Thanks!" says Bubbles.

"Where're your sisters at?" asks Peter.

His question is answered for him by the sight of a bright green flash of light whizzing right past him, making Peter slightly lose his footing and needing to flinch to the side a tad bit.

" _MYSTERIO_!" screams an enraged Buttercup, her face beet red.

Beneath his helmet, Mandark's face goes pale at the sight of the enraged Powerpuff Girl about to pummel him.

Out of fear, Mandark pulls up his cloak from below, purple smoke beginning to envelop him. Buttercup flies right into it, coughing as she does.

"What the-?! Where are you?! Face me, coward!" shrieks Buttercup.

"You're not the first one to make such demands, my dear miss..." gloats Mandark from nowhere.

Before Buttercup has a chance to react, though, she is met by a face full of blue smoke. She then staggers back, wiping it away and coughing.

"W-what the heck-?!" asks Buttercup, hacking up her lungs.

"Oh, it's nothing much, just a bit of hallucinogenic dust." explains Mandark.

Buttercup then slowly opens her eyes, looking up as she does...

only to see her father, the Professor, staring right back at her, his face like one of iron as her looks down at his tomboyish daughter.

"P-Professor?! What are _you_ doing here?!" asks Buttercup frantically.

The Professor then gives a small smile before slowly lifting his arms to his sides.

"Buttercup..." mutters the Professor.

Just then, out of the blue, he begins descending.

Deeper...

Deeper...

Gone, into a black chasm.

"PROFESSOR!" screams Buttercup.

The Professor has completely vanished.

Buttercup then just sits there in shock and horror. Her father had just appeared and then... vanished. Gone. Fallen to his death for sure. As if he were sentenced to such a grizzly fate. As the Toughest Fighter, she had never been one to cry often, but now...

...something just might let her give up those tears.

But before she can mourn the death of her father, she sees a small, black object hanging from a thread. As Buttercup squints her eyes, she's able to make out... something.

Something small...

Something icky...

Something...

...with _8 legs_.

A spider, no smaller than the common human eye, begins descending down from a web in front of her. Buttercup flinches and falls back.

"Agh!" yelps Buttercup.

As she staggers backwards, she sees another one, then another one, then 2 more, and then another 7, followed by a few tarantulas. They all begin coming together in front of the horrified teen, and, as if in some unnatural freak of a genetic mutation of science, the arachnids begin morphing together into a single, humanoid form.

"Wha-?!" yelps Buttercup.

The form finally takes shape, and color for that matter. A very _familiar_ shape and color.

Buttercup's eyes widen in shock. The familiar chrome eyes reflecting back her own lime ones.

"S-Spider-Man?!" squeaks Buttercup.

The human spider hero looks down at his comrade, his shiny eyes just... empty. Completely devoid of emotion or even humanity.

Buttercup then lifts herself up to her feet, though still crouching.

"Y-you gotta help me save my father!" screeches Buttercup.

All of a sudden, the crimson and cobalt super-hero begins making dramatic advances towards her, his own form changing all the while before Buttercup's eyes.

"W-what are you-?!" mutters Buttercup.

Twin pairs of large, beige arms then begin forming out of the sides of the costume, underneath the already existing arms, covered in hair and tipped with only 3 claws for hands. The remaining regular arms also take on this appearance.

The rest of the costume also begins to rip and tear at places as Spidey begins to grow larger in mass and size, revealing more and more patches of beige hair.

But the most horrifying aspect is the head. The mask simply explodes off of the face, revealing a large, 8-eyed, disfigured face with a pair of mandibles on the lower portion of the jaw, giving it the appearance of an actual spider.

"Buttercup..." growls Peter in a low voice.

The inhuman Man-Spider, towering at 9 feet in height, continues advancing towards her, like a serial killer in a B-movie, dispelling a low, grumbling hiss akin to a hissing tarantula of it's species. Buttercup, overcome with terror, tries backing away, her irrational, though that is subject to change anytime, fear of spiders taking center stage.

The monster grabs her with one of it's arms, lifting her to face level with the beast. Buttercup's face by this point has gone pale as her words fail to escape her fear-stricken throat.

The Man-Spider growls at her, before narrowing each of it's 8 tiny eyes as it seemingly looks into her 2 large ones.

" **...I'm feeling hungry.** " mumbles the beast in an inhuman, monstrous hiss.

"N-no! Stay back!" shouts Buttercup.

Buttercup's blood has gone cold by this point...

"BUTTERCUP!" shouts Blossom, her face piercing through the monstrous mug of the Man-Spider.

Buttercup then releases herself, seemingly sitting on her buttocks on the floor, her sister shaking her shoulders.

"Are you okay?!" asks Blossom frantically.

"W-where's... where is it?!" asks Buttercup.

Blossom gives a look of confusion.

"Where's what?" asks Blossom.

Buttercup sits there, panting, unsure of what to say or think next.

A familiar accent perks up.

"We've got trouble!" shouts Dexter.

Blossom and Buttercup turn to see Bubbles and Peter, the real Peter, taking on Mysterio, who attempts to block their attacks by calling upon various weapons hidden throughout his armor.

Blossom then turns to Dexter.

"Watch her." says Blossom.

She then dashes off in a flash of pink light, intending to finally put an end to this nonsensical madness.

With Peter and Bubbles, Mandark is desperately trying to keep the 2 super-heroes at bay, various weapons and gimmicks being held up his sleeves.

"S-stay back! I-I'm warning you! I-I have m-many tricks up my sleeve!" sputters Mandark, panicking.

"Yeah, yeah, we've heard it before, Nemo!" says Peter, jokingly.

"And it _never_ works!" shouts Bubbles.

Mandark, backed into a corner with nowhere to go, hesitates for a moment, before covering himself with his cape by his left hand and allowing himself to be consumed in purple-hued smoke.

"I'm not _completely_ defenseless, fools... ! " says Mandark as he is consumed by the mist.

The 2 super heroes are soon joined by the remaining 3 in terms of being caught in the smokescreen.

"Where is he?!" shouts Dexter, blindly.

"I don't know!" shouts Bubbles.

"My X-Ray vision can't see through the smoke! It's coated in some kind of lead lining!" shouts Blossom.

"Lemme at 'im!" shouts Buttercup, who is flailing her fists through the smoke, hoping in vain to hit something... preferably made of glass.

"My lenses are getting fogged up! I-I can't see!" exclaims Peter.

All of a sudden, an all-too familial tingle goes off at the base of Peter's skull, warning him of an impending threat.

" _Oh, now what?!_ " thinks Peter, annoyed.

Just then, the smoke dissipates, clearing the view. Peter rubs his lens-covered eyes to regain his vision, only to see himself alone, with Blossom, Dexter, Bubbles, and Buttercup gathered several tens of feet behind him.

"What the-?!" croaks Peter.

But just then, the answer becomes clear, as just then, 13 Mysterios form around Peter's form, each holding a weapon. Guns, swords, knives, any kind of destructive and deadly weapon. All wielded by the Master of Illusion.

"I've heard the phrase all or nothing, but this is ridiculous!" says Peter, getting into a defensive standing position.

"We would say something cheesy like "we are Mysterio"..." say the Mysterios all at once.

They then lock and load their guns and raise their swords and knives.

"...but what would it matter in the end?" ask the Mysterios, finishing their sentence.

Behind them, the 4 heroes watch on in horror.

"Spidey!" shout the 4 remaining heroes.

In the middle of the Mysterio fray, Peter prepares to make his move.

"Only one of us is real, but by the time you discover who it is... it will already be over!" say the Mysterios, simultaneously.

" _I only have one chance! Gotta trust my Spider-Sense..._ " thinks Peter to himself.

3 seconds...

Peter inhales.

2 seconds...

Peter whips around.

1 second...

Peter exhales.

A tingle of the brain stem.

"NOW!" shouts Peter, throwing his punch quickly. The punch instantly connects with a Mysterio holding a large, medieval battle-axe. The Mysterio is sent flying across the room, before landing on the ground with a swift and hard _thud!_

"Oof!" mutters the Mysterio as he crashes into the linoleum flooring.

Right then, the remaining 12 Mysterios vanish into thin-air around Peter, as if they were made of smoke the whole time...

"Ooohhh..." moans the Mysterio in pain as he tries to raise himself up.

Blossom, Bubbles, Peter, Buttercup, and Dexter then make their way over to the downed villain.

"You think you've defeated me? Ha! I'm not down for the count..." gloats Mandark.

He then brings himself upwards, albeit uneasily.

"I'll eventually defeat you... all of you... for I am Mysterio, Master of-" says Mandark just as he is cut off.

A flat, silver object comes crashing down on top of his head, shattering his glass helmet with a _chshhh_ , revealing an upside down pear-shaped head with slanted glasses on his face. Mandark's face is dazed from having been hit on the head so much.

"Dee... Dee... will you go out... with... me... ?" mumbles Mandark just as he collapses to the ground, unconscious.

His body hits the floor with a _thud!_

The remaining 5 look up to see a familiar, somewhat overweight form wearing an orange shirt and holding a piece of shiny, prop silverware. Peter widens his eyes upon recognizing the form.

"Quentin Beck?!" shouts Peter.

Quentin looks up at the 5 young heroes, a somewhat bedazzled look on his face.

"I saw that everyone left and I wondered why. Then I saw you 5 battling this guy and I figured I'd lend you a hand." explains Quentin.

He then looks down at the unconscious Mandark and shakes his head.

"There are only a few types of movies I never liked to work on, and they all had one thing in common."

"Which was?" asks Buttercup.

"Actors with over-inflated egos." says Quentin.

The special-effects wizard then turns and walks away, leaving the 5 teenagers standing there.

"Um... what just happened?" asks Blossom.

* * *

"Ooohhhh..." mumbles Mandark, head throbbing and helmet shattered, as he is led out of Wonder Studios in handcuffs.

"You, young man, have the right to remain silent. Anything you say can and will be used against you in the court of law." says the officer.

Behind them, Jon Raimi is led out in cuffs as well, screeching as he restrains against them to the officers.

"I'm _telling_ you, I was _set up_! I had _no idea_ what that guy was planning! I thought the whole costume thing was just an _act_!" pleads Jon in vain.

"Sir, I advise you to exercise your right to remain silent, as anything you say..." says one of the officers leading him away, going into the uniform speech they give at times like these.

As Mandark and Jon are led away by the authorities, our young heroes are allowing themselves a reprive, with Peter crouched on top of a squad car, Buttercup's back against an ambulance with her arms crossed, and Dexter, Blossom, and Bubbles standing in the middle.

"Gotta tell ya, I did _not_ expect Mysterio to be a fake. The way he was sitting on that cloud like Aladdin rides the carpet, he _legit_ made me think he was an _actual_ sorcerer, though the more times he tried to kill us, the more suspicious I got." admits Peter.

"Eh... I knew he was fake the whole time." boasts Buttercup.

"Again, I must apologize to you 4 for this. I should have been keeping closer eye on Mandark. I didn't realize he'd be deceptive enough to pull something like this." says Dexter.

"Dex, it's not your fault. We, and by _we_ , I mean Spidey and Bubbles..." mumbles Blossom.

"Hey!" shout Peter and Bubbles, offended.

"...should have realized sooner what Mysterio was planning." finishes Blossom.

"Yeah. Besides, hadn't it been for you, it literally would have been curtains for the 3 of us!" exclaims Buttercup.

Dexter blushes, unable to take _all_ of the credit.

"Well, thank you. I'd better be getting home, now. Got to make sure my sister isn't making a mess of my lab while I'm gone." says Dexter, who turns and begins to leave.

"Yo, Dex!" shouts Peter from behind.

Dexter turns back to face the red and blue super-hero and the 3 super-powered teenage girls.

"Thanks. Really. Blossom's right. Without you, we couldn't have stopped Mysterio." says Peter.

Dexter smiles and nods.

"Don't mention it." says Dexter.

The Teen-Genius then turns back and continues walking, turning behind the warehouse.

"I'm sure we'll meet again, friends!" shouts Dexter as he disappears into the night.

Blossom, Bubbles, Peter, and Buttercup are then left alone. The heroes of Townsville all turn to look at each other.

"Do you think we'll ever see him again?" asks Bubbles.

Before anyone can answer, they are met with the sight of Dexter boosting off from behind the warehouse with a jetpack into the night sky.

"Sooner than we think..." mumble Blossom and Peter, together.

 **Another (extremely) late chapter done! Yay! And it's 1 year late! Now please don't eat me and let me sleep XD**

 **Oh, and another thing... HAPPY HALLOWEEN!**

 **Anyways, up next; Half-man... half-reptile... THE LIZARD will take over all of Earth unless Spider-Man and the Powerpuff Girls, united together, can stop him!**


	28. Chapter 28: Transformation

Around a month has passed since the film-making fiasco involving Mysterio and his failed assassination attempt on Spider-Man and the Powerpuff Girls. Dexter had gone back to his own hometown in the aftermath, now free of Mandark's curse.

All was quiet in the night of the snow-covered city of Townsville, now lined with the familiar red and green lights which had signified the coming of Christmas and the general holiday season. The familiar tune of _Jingle Bell Rock_ is heard all across the city. People lining up around shopping mall to shopping mall in an effort to complete their holiday shopping before it could be declared too late.

* * *

In the suburbs of Townsville, all had been quiet as well, the nighttime making the snow almost have an aura to it as the streetlights and Christmas lights alike illuminate the white natural material. School had just gotten out a few hours ago, marking the beginning of Christmas Break.

In the home of the Powerpuff Girls, all is normal for our three teenage super heroines; Bubbles and Buttercup are in the living room, the former drawing a picture at the glass coffee table and the latter slouching on the couch and watching TV. Blossom is upstairs in the girls' shared bedroom, waiting for her boyfriend, Peter Parker, the timid teenager whom also moonlights as a certain spider-themed vigilante, to come over to hang out to celebrate the start of their Christmas Break.

* * *

Buttercup continues to flip through the channels aimlessly, not really caring what she would land on, but still excited as all get-out for the start of her break from school for the next 2 weeks, while Bubbles sits on the floor with her legs crossed, drawing a picture on the glass coffee table in the living room.

"I heard that Peter was gonna come over tonight." says Bubbles, not taking her eyes off of her drawing.

"Huh?" grunts Buttercup, not taking her eyes off of the currently-on action movie.

"I said that Peter was gonna come over tonight." repeats Bubbles, now a tad louder.

"Oh, really?" asks Buttercup, lazily, still focusing her attention on the movie.

"Yeah." answers Bubbles.

"Huh. Well, hope they have fun." says Buttercup.

Bubbles continues her drawing, a picture of Spider-Man, the city's latest super hero and the girls' frequent ally, battling the six villains, and one villain group, that he has faced so far, being Mysterio, Mojo Jojo, and Doctor Octopus, on a sheet of clean, white paper. As she continues drawing, the action of Buttercup's "little" sister catches the corner of her eye. Buttercup then looks over at Bubbles, mainly her drawing, and raises her brow.

"Uh, Bubbles? What are you drawing?" asks Buttercup.

"Spider-Man, fighting Mojo, Doc Ock, and Mysterio." says Bubbles, her eyes glued to the paper.

Buttercup narrows her attention when she sees the multi-colored figures representing Spider-Man and the villains. She is able to easily make out the images of the red and blue figure of Spider-Man, the purple and yellow figure of Doctor Octopus, the mostly purple figure of Mysterio, and the multi-colored image of their old enemy Mojo Jojo.

Buttercup slowly begins to cringe once she makes out the image of Mojo. After all, he had been the one most responsible for transforming MacDonald Gargan, their former classmate, into the savage Scorpion in the first place, what with him loving Buttercup and she seemingly rejecting it, though not intentionally, which he took as an act of aggression and attacked. In her defense, though, she had just gotten out of a relationship with a bully who, ironically, had also played a part in Mac's transformation. She didn't need another boy in her life at the time, especially not a nerd like Gargan. She then slowly turns back to the television, redirecting her attention back towards the mindless action movie currently playing.

"Stupid monkey piece of garbage..." grumbles Buttercup.

Bubbles perks her head up from the drawing, curious.

"What?" asks Bubbles, cocking her head to her right.

"Nothing. Just remembering what he did to Mac, as all..." explains Buttercup.

Bubbles then lowers her eyes, fully remembering what their arch-enemy had done to the shy, vulnerable teenager. He was a friend of Peter's and also one of the smartest kids in the whole school. Mojo had been a villain long before Mac's transformation, but this had cemented his reputation as a _true_ monster. Bad enough he tries to take over the world every other day of the week, but to take advantage of a desperate teen just wanting to impress a girl (even if that girl happened to her her sister.), had sunk him to a whole new level of low.

"That was... pretty bad." says Bubbles.

"Hey, Bubs?" asks Buttercup.

"Yeah?" says Bubbles.

"Do you know what _post-traumatic stress disorder_ is?" asks Buttercup.

Bubbles then looks up, confused.

"N-no. Not really..." says Bubbles, trailing off.

"It's when someone goes through something _really_ messed up in their lives and it affects them mentally. They get panic attacks sometimes and the like." explains Buttercup.

Bubbles then takes a few seconds to process the information having been fed to her by her ravenette sister. A week after the Scorpion's attack on the high school, Blossom began having panic attacks and the like. The Professor decided it best for Blossom to see a therapist in order to cope with what happened. Strange considering all the monsters and villains she would usually lead her sisters into battle against. Something about Scorpion was just... _different_.

"Is that why Blossom is seeing a therapist?" asks Bubbles.

"Yeah. Remember when she woke up the other night screaming?" asks Buttercup.

"Yeah..." says Bubbles, recalling one of her auburn-haired sister's screaming episodes from last week.

"It was about Mac. When he attacked the school that day, he bit her on the arm and injected her with some kind of poison. For some reason, that freaked her out more than any other villain we've come up against. Out of all the villains, Mojo, HIM, Princess, Fuzzy, the Amoeba Boys, the Gangreen Gang, and even the Rowdyruff Boys, it's the Scorpion that scares her the most." says Buttercup.

"I-I can see why..." says Bubbles, taking a moment to consider.

"Now every time I see Mojo's face on the screen or in a book or something, I have to really, _really_ restrain myself from getting angry." explains Buttercup.

"Why are you telling me all of this?" asks Bubbles.

"You're drawing Mojo in that picture with our costumed buddy-boy." says Buttercup, now aiming her fingerless hand at the picture.

Bubbles then looks down at her drawing, looking at her depiction of Mojo. She had drawn him laid out on the ground in defeat, with Spider-Man placing his red boot on the white and purple dome which protects his large brain in triumph.

"Good drawing, though. Mojo deserves it." says Buttercup.

"Why aren't you getting upset right now?" asks Bubbles.

"Because Mojo's getting exactly what he deserves, even if it _is_ from ol' Halloween-boy." says Buttercup.

"Spidey's really been giving the villains a hard time, recently." says Bubbles.

"I'll say! Remember when we found the Gangreen Gang tied up in one of his webs?" asks Buttercup.

"Yeah, I remember! And we found Grubber and Arturo kneeled over and waiting for us!" says Bubbles.

"I admit, I _underestimated_ him. We _all_ underestimated Spider-Man." confesses Buttercup.

The 2 teenage girls then turn back to doing what they had been doing, Bubbles drawing and Buttercup watching TV, both unaware of the horror about to ensue right in the comfort of their own home.

* * *

Meanwhile, upstairs, Blossom is lying on the large, tri-colored bed in her and her sisters' shared bedroom, reading a book covered by a red, leather cover. She is simply slouched back in her bed, trying to relax on the beginning of Christmas Break from school. Blossom then puts down her book for a moment and turns her head to the left, staring at the black digital alarm clock, the red numbers telling her that the time is 7:30.

"Peter should be here soon..." mutters Blossom out loud to herself.

She then turns back to reading her book, unaware of the horror about to ensue right in the comfort of her own home.

* * *

"And I just have to re-align the neuron receptors this way and adjust the power matrix..." mutters the Professor to himself, spitting nothing but scientific mumbo-jumbo.

Currently, our tired Professor is working in his lab on some sort of ray; the Neotenic Recombinator. On the surface, this would appear to be some sort of experimental laser, and you would be right...

...but in factuality, this experimental laser is the same machine responsible for turning the teenager MacDonald Gargan into the savage Scorpion, enemy of both Spider-Man and the Powerpuff Girls. Using a procedure known as Cross-Species Genetics, the villainous, super-intelligent chimpanzee Mojo Jojo crossed Gargan's DNA with that of an emperor scorpion, turning him into a vicious animal.

But unbeknownst to anyone else, Mojo _isn't_ the creator of the Recombinator. Professor Utonium _is_. Well, partially.

He had created such a device in his later college years, with a friend of his. Connors, was it? Curt Connors, that's right. The ultimate goal of this creation? To replace limbs lost by people in industrial accidents or during a war. Each man devoted their life to this project, especially considering the fact that one of them had lost his arm earlier on.

By the time of graduation, the 2 men each had a salvageable copy of the Recombinator, though Curt decided to move down south to Florida to start a career of quiet science, away from Townsville.

"Reptile codex loaded into the Recombinator, check." says the Professor.

The Professor then steps away from the Recombinator and towards a desk. On it, a silver blade rests, blade he had received a long time ago from a gentleman he had met in the city. Jack, was his name? Bah! It's too long ago to remember.

At any rate, the Professor reaches out with his left arm and grabs hold of the hilt, wrapping all 4 fingers around it. He then pulls it back towards himself, and brings it towards his other arm. The Professor then raises the hand holding the blade, before violently shoving it back down, penetrating his arm with a loud _chnkk!_

"AGH!" yelps the Professor in pain, shutting is eyes tightly.

The Professor doubles down, eventually getting down onto one knee as drops of the his blood soon fall to the ground, slowly creating a puddle of the substance. The Professor then pulls the knife downwards, which only increases the blood flow. He grits his teeth together, clenching his jaw tightly as the pain threshold increases. The amount of blood continues to increase until it eventually turns into a steady flow.

He then raises to his feet, panting somewhat. The Professor then stretches his left arm out, setting the blood-stained blade back on the counter. The Professor then moves in front of the Recombinator, both arms outstretched.

"A-activate Recombinator control 45-Alpha. Set the settings to reptilian specifications." says the Professor, talking into a wireless computer.

Then and there, the tip of the Recombinator begins to glow a very eerie shade of pale green, causing the rest of the room to light up in it's same color. The Professor narrows his eyes slightly to protect them from the brightness of the light.

Then, a thin, green laser shoots right from the tip, hitting the Professor straight on his chest. His body is encased in green light as the effects of the Recombinator begin to take effect on his body's chemistry.

A few moments later, the Recombinator shuts down and the beam dissipates. The Professor's knees become wobbly-like and he collapses to his knees, clutching his bleeding arm with his right hand. His teeth grit as he awaits for something to happen to him.

Nothing...

...nothing...

...nothing...

The Professor sighs in disappointment. He then begins to think back to only a very short time ago...

* * *

 _2 WEEKS AGO..._

 _"Have either of you seen those notes I left out for Project: Ultimatum?" asks the Professor._

 _Currently, the Professor, his daughter, Blossom, and his protege, Peter Parker, are cleaning out the former's lab beneath the Utonium residence, getting rid of any expired chemicals or outdated research notes and the like._

 _"No, Professor, why? What's Project: Ultimatum?" asks Blossom._

 _The Professor gives a sly smile towards his daughter._

 _"Oh, nothing much. Just a_ _specialized military armor system that would boost the strength and endurance of it's wearer, that's all. Easily customizable and fully compatible with other, similar systems._ _" says Professor, a smirk on his face._

 _"Wow, really?" asks Peter, curious._

 _"Why was it never used." asks Blossom._

 _"Because to the military, not every soldier is worth $200,000." explains the Professor._

 _Although the armor had never been built, the Professor had made blueprints for it's designs, both for the suit itself and it's weapons systems. If only he could find them..._

 _"Hey, Professor, what's this?" asks Peter, holding a sheet of paper._

 _The Professor snaps himself out of his thoughts and turns his attention to his protege. The teenager then lifts it up to show his mentor and girlfriend. The Professor initially squints his eyes as he tries to see the blueprints on the page. However, he widens them once he realizes what it is._

 _"Those are the blueprints to... the Neogenic Recombinator!" exclaims the Professor._

 _Blossom's face turns to one of curiosity at the sounds of this. Peter's, on the other hand, turns to one of sheer horror. Memories begin to plague his mind at the sounds of those words._

* * *

 _2 MONTHS AGO_

 _Across the room, Mojo opens his eyes to find himself not in the realm of the afterlife, but instead in his own observatory. He then lowers his arms slowly, looking towards Buttercup straddling herself on top of Mac's fallen body. Mojo squints his eyes, trying to see what she green Powerpuff could be doing to his creation. But before he could see anything, Mojo soon feels a faint tapping on his shoulder, causing the genius monkey to turn his head, only to come face to face with a pair of chrome lenses reflecting his own pink eyes back at him._

 _"Spider-Man?!" shouts Mojo in surprise._

 _"Yeah, hi! How'ya doin?" asks Peter sarcastically._

 _Mojo simply glares at the web-slinger._

 _"What do you want with me?" asks Mojo._

 _Peter then suddenly reaches out with his left arm and grabs Mojo by the cloak. The masked teen then narrows his eyes._

 _"What I want is to know just exactly what you did to Mac Gargan!" says Peter angrily._

 _Mojo doesn't flinch. He holds his ground bravely._

 _"Fine. I will tell you… if you would be so kind!" says Mojo._

 _Peter then begrudgingly releases his hold on Mojo. The teen then crosses his arms across the chest._

 _"You see, after our previous encounter at the bank, I was made a laughing stock by my defeat at your hands, which made me lose much of my reputation across the city." explains Mojo._

 _Peter then furrows his brow._

 _"Go on." says Peter._

 _"After that, I, Mooojo Jojo, began to plot ways to defeat you, which is to destroy you and end your meddlesome actions in my affairs, out of revenge. I came into contact with the teenager Mac Gargan approximately 24 hours before today. I offered him a way to get revenge on all the bullies who had tormented him and win over the heart of the Powerpuff Girl Buttercup with his immense strength." continues Mojo, explaining his grand evil plan._

 _Peter widens his eyes in shock. How could he have let this happen? Mojo had taken advantage of Mac's vulnerable state of mind and twisted it into a weapon to be aimed directly at both Spider-Man and the Powerpuff Girls. Peter narrows his eyes in anger._

 _"You... you're sick!" croaks out Peter in disgust._

 _Mojo smiles evilly._

 _"I aim to please!" grumbles Mojo._

 _But before Mojo could do anything after that, he is met with Peter's left fist clocking his jaw and sending the monkey flying through the air. Mojo then crashes next to the door with a thunk before sinking down onto the floor in unconsciousness._

 _"That's... for ruining my lab partner's life!" whispers Peter._

* * *

 _Peter's mind then returns to the present, Blossom and the Professor still looking over the blueprints for the machine._

 _"It's primary purpose is to cross the traits of one animal with another." explains the Professor._

 _"Hmm, with that kind of benefit, you could create medicines and vaccinations from applying different healing traits from other animals." says Blossom._

 _"Why, that's actually why it was constructed in the first place!" exclaims the Professor._

 _"Wait, what?" asks Blossom._

 _"The Recombinator was to be used to find a way to restore lost limbs and organs, or cure degenerative diseases." says the Professor._

 _"Or create monsters..." mutters Peter._

 _"Professor... how on Earth did you come up with this device?!" asks Blossom, excitedly._

 _"I developed it with a friend of mine in college, Curt Connors. He wanted to see if we could, if not create a perfect world, just make it a bit more livable." explains the Professor, recalling his past college life._

 _"Why didn't you ever use it?" asks Blossom._

 _The Professor's face drops suddenly, causing him to look down in shame almost..._

 _"Well... we tried it out, initially, on several bases of plant life, crossing them with the traits of different animals like lizards and fish, not so much unlike Gregor Mendel's work in cross-breeding pea-plants, but there was one problem; the plants didn't survive. We put the reptilian-crossed ones in regular fauna and plantlife using an off-campus greenhouse, while we put the fish-crossed ones in an aquarium replicated to suit any regular fish." explains the Professor._

 _"Well, what happened to the plants? How'd they die?" asks Blossom._

 _"The reptile-based plant wouldn't hold together it's biological structure, it was too unstable. The fish-based plant simply drowned, my guessing because of a severe lack of oxygen, even though the Recombinator should have given it something like gills." says the Professor._

 _Peter and Blossom turn to look at each other, both feeling bad for the older scientist._

 _"Curt didn't want to risk testing it on a human being if plant-life couldn't even survive the process. I can't exactly say I disagree with him..." says the Professor, sighing._

 _"Neither can I..." mumbles Peter, still haunted by Mojo's use of the weapon._

 _"What?" asks the Professor._

 _"Nothing." spits Peter._

 _Blossom then takes hold of the blue paper and begins to analyze it further._

 _"Hmm, you know, looking at the blueprints themselves, I think we can make a few small adjustments to the radio-receiver nodes and from there adjust the frequency to the genetic splicer within the barrel. That way, it should be safe for human testing." says Blossom._

 _"B-b-but... !" stammers Peter._

 _The Professor looks at his protege cautiously._

 _"Peter, what's wrong?" asks the Professor._

 _Peter hesitates for a few moments, his mentor and girlfriend wearing looks of confusion. Peter sighs._

 _"Nothing, Professor..." says Peter._

* * *

Coming back to reality, the Professor sighs in defeat. All the research the 3 of them had gone into, trying to create something to better benefit humanity in spite of all the horrors it has caused, useless...

...useless...

... _useless_...

... _USELESS_!

All of it, just... USELESS!

The Professor swings his arms across the countertop, knocking over all kinds of equipment, including beakers, a microscope, and lots of notes. _Crsh! Clakk! Thud!_ The sounds of impact are heard throughout the lab as the Professor proceeds to throw a temper tantrum over his failure.

"Stupid, stupid, stupid!" shouts the Professor in anguish over his failure.

He flails his arms every which-way, knocking into various pieces of electrical equipment, with various _thuds_ and _clangs_ heard throughout the lab.

The aging scientist then doubles down on his knees, half his lab in disarray, panting, his head hung low. The Professor then buries his face in his hands.

"I _knew_ it... I _knew_ this wouldn't work! It's neither dangerous _nor_ beneficial for humanity... Cross-Species Genetics is _useless_!" cries the Professor.

However, out of the corner of his eye, the Professor sees something, causing him to look up...

His _arm_...

His _right_ arm...

The Professor widens his eyes in shock at the sight. The self-inflicted wound. The cut. It's gone.

It's gone...

...it's _gone_...

...IT'S GONE...

"It's _gone_! The wound has _healed_! IT WORKED!" exclaims the Professor.

Jumping up to his feet in awe, the Professor's face, in spite of being a man in his mid-'50s, is that of an excited 4-year old child in a toy store. Gazing at his wrist in pride, the Professor is overcome with joy. A Nobel Peace Prize, possibly. Some more recognition for his work, maybe...

The Professor's eyes bulge as he doubles over at the sudden, sharp jolt of pain in his stomach.

"Agh!" yelps the Professor in pain.

Clutching his gut, the Professor's tightly-clenched eyes flash open, glowing yellow with snake-like slits as opposed to human pupils (not dissimilar to the time his mind was taken over by that cat.).

"Ooooouuuaaaa **aagggghhhhh!** " screams the Professor, his voice becoming deeper and less human, with a snarl present in the voice, as well.

The Professor's teeth then begin to sharpen and become more vampire-like, with 2 large fangs overtaking his front teeth.

The scientist-father then looks down at his hands in horror to see black-ish green scales emerging from his soft flesh, his nails elongating into sharp, bone-like talons.

From behind him, a long, deep-green tail whips out from his waist-line with a _crsk!_

Burying his face in his hands, the mutating Professor mumbles something to himself as he shakes his head.

" **Curt was right... ! H-human testing is t-too... _dangerous_!** "

The Professor then opens his eye, once again revealing a glowing, yellow eye with a slit-like pupil in the middle, not dissimilar to a snake or reptile.

" **I-I've made... a _terrible_... mistake...** " mumbles the Professor, just as a reptile-like snout begins to poke out from his ever-greening face.

A large, green, talon-like claw then lurches up and smashes the overhead light with a claw with a _csh_ , leaving the room in perpetual black. The only response after that can be described in one, single, animalistic call of the wild.

" **RAAAAAAGGGGGHHHHHHH**!"

* * *

"The heck?!" yelps Buttercup in surprise.

"What was that?!" asks Bubbles, frantic.

Buttercup instantly shuts off the television, both her's and Bubbles' heads quickly snapping backwards, towards the direction of the door that leads to the lab.

A scream that could _never_ be identified as anything remotely _close_ to human had just rung through the 2 sisters' ears.

In separate dashes of lime green and sky blue, Bubbles and Buttercup are instantly over by the door leading down to the Professor's lab.

"You don't think he's trying to come up with a scientific explanation for _lizard men_ again, is he?" asks Buttercup.

"I-I hope not. We told him that that stuff wasn't true..." replies Bubbles, now a tad-bit scared.

"Stupid Balix Slones. Always with the conspiracy theories..." mutters Buttercup.

All of a sudden, a flash of pink, their elder sister and leader appears behind them, eyes frantic with worry and concern.

"You guys hear that?!" asks Blossom.

"You mean the scream that sounded like a cross between a bear and a rabid great white shark coming from the lab?" replies Buttercup.

"We were just gonna go check it out!" exclaims Bubbles.

"So... who wants to go first?" asks Buttercup.

Both she and Bubbles look towards Blossom, whose eyes lower, not impressed.

"Fine, _I'll_ lead the charge into certain death." pouts Blossom.

* * *

The door to the lab slowly creaks open, allowing light to flood into the suddenly and unusually darkened laboratory. Blossom pokes her head through to get a somewhat closer look. She then pushes the door completely open and slowly begins to make her way down the stairs, a tad nervous. Bubbles and Buttercup are right behind her.

"H-hey, i-is it just me, or did it suddenly b-become a lot c-colder in here?" asks Bubbles, shivering a bit at the cold air.

"Maybe the Professor just left on the air conditioner..." mumbles Buttercup, trying to give herself some re-assurance.

"In the middle of December?!" hisses Bubbles, whispering, her eyes widened.

Buttercup turns around to face her younger sister.

"Well, do you have any better ideas?!" asks Buttercup, also whispering.

"W-well... no..." mumbles Bubbles.

"Buttercup,Bubbles, knock it off!" orders Blossom.

"Sorry..." mumble the 2 Powerpuffs.

Blossom then finally reaches the bottom step, the light from the upstairs still flooding to the foot of the staircase. The pink-eyed leader then turns her eyes to the larger section of the lab, which is still nearly pitch black. However, she is able to make out a large figure in the darkness, seemingly crouched over on the ground, curled into an upright fetal position.

"Um, Professor, is... is that you?" asks Blossom.

No response.

"P-Professor?" asks Blossom, her voice now a tad higher in pitch.

The silhouette then raises it's head up, allowing 2, glowing yellow eyes to peer back at her.

" **Blossssssom...** " hisses the silhouette.

Blossom takes a step back, a cold chill being sent up her spine at the sound of the voice saying her name. She bumps slightly into Buttercup, whom also has cold feet, unusual for her character.

"Um, B-Blossom? W-what is that thing?" asks Buttercup, sheepishly.

"I-I don't know..." replies Blossom.

Bubbles simply says nothing, her own self shivering in fear at the sight of the monster.

The beast simply looks on at his trio of daughters, his yellow eyes glowing in the pitch blackness of the lab.

" **Girlssss...** " hisses the creature.

Blossom places her arms against the torsos of her sisters.

"Step back... _slowly_..." says Blossom, quietly.

Bubbles and Buttercup back up in conjunction with their sister's movements.

The monstrous creature then steps forwards, slowly. Almost lumbering. It's movements can be compared to a person in a rubber monster suit. Slow and steady.

"W-what are you... ?" asks Bubbles in a whimper.

The beast veers itself upright in front of the girls, it's form coming into view as it approaches the light flooding down from the upstairs.

To the girls' horror, they finally, for the first time, see the creature in it's hideously beautiful glory.

Around 9 feet tall when standing upright, the creature possessed thick, scaly, reptilian skin, reminiscent to that of a cobra. A long snout pushed out from it's face, with a pair of fangs protruding out from beneath the nose.

It's legs were arched, similar to that of a theropod dinosaur. On both it's hands and feet, 4 long, scaly fingers hung like soggy french fries, with long, sharp, white-colored nails protruding out of them. Also, on the sides of both it's hands and feet, a vestigial 5th digit was present.

It was even wearing clothing. Clothing which greatly alarms the girls. The white, stretched out lab coat and the completely shredded black pants, per say. The same attire the Professor was seen wearing only a few hours ago before he disappeared into the lab...

But the most horrifying, yet mystical part, of this monster were it's glowing, yellow eyes. Eyes which shone like diamonds under a bright lamp, seemingly placing you under a spell if you look directly into them.

Blossom looks towards Bubbles, then to Buttercup, then back to the monster. The clothing. The vaguely familiar voice. The... eyes...

"P-Professor... ?" squeaks out Blossom.

The beast lowers it's eyes at the sounds of it's human name being muttered and snarls with anguish. Blossom's eyes lower with sadness at this seeming confirmation. This creature... is her _father_.

"On the count of 3, we make a break for it." whispers Blossom.

"Are you crazy?! That thing'll just chase us into the street!" whispers Buttercup.

"Buttercup, we can't hurt it! It's the Professor!" says Blossom.

But before the beast can befall any harm to the girls and start a fight, it's eyes widen as it perks it's head up, sniffing the air.

Blossom looks on at the beast with upmost curiousness. Buttercup and Bubbles follow suit.

"What's it doing?" asks Bubbles.

"It... smells something." says Blossom.

"Yeah, _dinner_!" hisses Buttercup.

The monster whom was once a brilliant scientific mind then narrows it's eyes, gazing at the staircase. It lets out an aggressive snarl before making it's move.

" **FOOD!** " bellows the monstrous Professor, lunging for the stairs.

"AAGHH!" yelp the girls as the beast lunges past them, racing up the stairs.

As soon as it's out of sight, the girls catch their breath momentarily, bewildered as to what has happened.

"What was _that_?!" asks Blossom, dumbfounded.

* * *

 _5 MINUTES PRIOR_

A familiar, brunette 15-year old is walking down the snowy, nighttime streets of Townsville's suburbs, readying to visit his girlfriend and check up on the status of his, Blossom's, and the Professor's project involving the Neogenic Recombinator.

However, there's something else that Peter has also been intending to bring up. Something that has been nagging at him since September...

" _This is it. Tonight is the night I tell Blossom my secret identity!_ " thinks Peter to himself, confident as ever.

His identity. His identity that he had kept so utterly secret since he first became Spider-Man way back at the start of the school year. The only reason he had kept it a secret for as long as he did was because of fear of the repercussions it would have on Aunt May's health. No way a woman at her age could take the shock of learning her nephew's... nightly activities.

But now, things are different. Teaming with the girls 4 times over to face various threats has grown his ability to confide his secrets with them... with _her_...

Another thing that had been plucking away at his mind are his growing feelings for Blossom. Since meeting her, he had grown more and more drawn to her. As a kid, he'd fantasized himself marrying Mary Jane. But now, his mind had begun to more imagine Blossom in the bridal gown. Besides, Harry would make a better husband for Mary Jane... right?

The kids had been somewhat of a humorous thought in Peter's mind. Just a bunch of little tots swinging around on webs while shooting lasers from their eyes.

Peter's mind had always been a place of conflict. A conflict like this, though, isn't easy to balance. Blossom or M.J.? Who? _Who?_

" _Choices, choices..._ " thinks Peter.

As Peter steps up front of the snow-covered Utonium household, he hesitates. Should he reveal his secret to ease the burden of his pain? Should he still keep it to protect the people he loves?

" _C'mon, Peter, be rational! You still have time to make the right call and protect the people you love! Just don't say anything when you walk in!_ " says Peter's mind, nagging him into keeping his mouth shut.

Peter inhales, and then exhales within a second of doing so.

"No. I need to. That's the right call. I can't hide my secret anymore. This is what's best. Besides, they have super-powers! What's the worst that could happen?" says Peter's mind, telling him to go with his gut and do what he feels to be the right thing.

Peter then begins to walk up to the house, hands shoved in the pockets of his jacket. As he gets within 2 inches of the red door with the single window pane in front of it, he raises his fist in preparation to knock. Another thought also strikes his mind.

" _Wonder how that project's going with the Recombinator. Hope the Professor hasn't gone and done anything dange-_ " thinks Peter to himself just as he's interrupted.

A familiar tingle goes off at the base of Peter's skull, ringing like a bell. Peter rolls his eyes in annoyance.

"Oh, what-" sputters Peter, being cut off again.

A large, humanoid figure crashes down the door with a _skshh_ , forcing Peter to duck as it lunges outside. The creature then lands on all fours on the snow-covered ground a few inches away from Peter, whom has now gotten himself into a more defensive stance.

"The heck?! What are you?!" asks Peter, raising his voice.

The creature turns back to look at the boy, it's glowing yellow eyes sharply piercing through the dark, heavy snowfall. Peter then takes note of it's form through his squinted eyes, barely even making it out through the snow. The scaly, dark green green skin, the white lab coat, the black work pants...

Wait a minute.

The white lab coat... ?

The black pants... ?

"Professor?!" shouts Peter aloud, not even sure how to process it.

The creature narrows it's, _his_ , eyes, snarling at his protege as he does.

" **RAAAAAAAGGGGHHH!** " screams the monstrous Professor, his howling roar echoing into the night.

But just then, the wind picks up, causing both Peter and the Professor's newly mutated form to put their arms up to shield themselves. The Professor then turns tail, literally, and begins slowly lumbering towards the street as the snow picks up, a blizzard incoming.

Peter turns back to face his escaping, reptile-like mentor, his eyes widening as he does.

"Professor! Come back!" shouts Peter in desperation.

But it's too late.

In the deep snowfall, the Professor disappears into the ever-increasing snowfall.

A horrified look comes over Peter's face as he realizes what has just happened. The Recombinator. It _had_ to have been the Recombinator.

" _Stupid, stupid, stupid! I should have told him! Cross-Species Genetics is too dangerous!_ " thinks Peter, angrily, to himself.

Just then, 3 forms come up behind Peter, irking his attention.

"Huh?" says Peter as he whips his head behind him.

He is met with a big hug from a certain auburn-haired Powerpuff Girl.

"Peter! You're here!" cries Blossom.

Peter returns the hug.

"Yeah, yeah, I'm here! What happened?!" asks Peter.

Blossom pulls away from the hug to look at Peter square in the eyes, her mouth trembling.

"T-the Professor... ! H-he turned himself into a monster!" says Blossom, trembling.

"We've gotta find him!" shouts Buttercup.

"No! Stay here! I'll go look for him!" says Peter.

"You?! He'll tear you apart!" exclaims Blossom.

"Blossom, just trust me! S-stay here, and, uh... call the cops!" shouts Peter as he begins running in the opposite direction in the deep snowfall, in search for his mentor.

Behind him, the girls look on in disbelief.

"We're seriously not gonna let him go after the Professor by himself, right?" asks Buttercup.

"Of course not! Grab your coats, girls! We're going after them!" shouts Blossom.

 **That's right! _The Professor_ is the Lizard! What kinda repercussions this will have on his daughters and protege, we'll see! But I tell ya, they'll rock the _A Puff of Responsibility_ -verse for years to come!**

 **I know that this is up early, but it snowed on Thursday here in Massachusetts, and today is the 20th anniversary of the official airing of the original _Powerpuff Girls_ way back in 1998. So, this is to commemorate it.**

 **Up next, Spidey must venture below the snowy streets of Townsville to face the Professor's inner beast in a duel to the death!**

 **(Also, just as a small disclaimer, this chapter is dedicated in the memory of Stan Lee. In his words; "You know? I guess one person _can_ make a difference...**

 **...'nuff said." Stan Lee, 2007.)**


	29. Chapter 29: Underground Movement

Above the snowy, nighttime streets of the city, a trio of neon-colored flashes of pink, green, and blue light whiz through it, in search of a good man turned into a horrible monster.

"We've checked the park, we've checked the docks, we've checked the business district. Where could he be?!" asks Buttercup in worry.

"I don't know, but we've got to keep looking. The Professor's turned into a giant reptile. How many of _those_ do ya see on a daily basis in a busy city?" asks Blossom.

"Yeah, but shouldn't we also be looking for Peter? There's a _lotta_ teenage boys in a busy city..." says Bubbles.

Blossom looks down, conceding that Bubbles does have a point. With Peter out searching for the Professor on his own, he could very well end up becoming prey for the beast.

"Alright. We'll split up. Cover more ground." says Blossom.

The redhead turns to Buttercup.

"Buttercup, you and I'll go search for the Professor." says Blossom.

"Gotcha." replies Buttercup.

Blossom then turns to Bubbles.

"You go look for Peter. If you find him, bring him back to the house and call us. By then, we should have found and stopped the Lizard long enough for us to bring him back to the lab and for me and Pete to work on an antidote." explains Blossom.

"You got it!" says Bubbles.

Blossom and Buttercup dash off into one direction while Bubbles turns tail and begins flying the other way. It's here that Buttercup turns to Blossom, a query plastered on her face.

"The Lizard? Really?" asks Buttercup, her voice devoid of enthusiasm.

Blossom turns to Buttercup.

"I mean, what else would we call him?" asks Blossom.

"The Gecko Man, maybe? Or Manzilla?" replies Buttercup.

"Okay, first of all, the Gecko Man sounds like something out of a tabloid, and second... Manzilla? No, just no. The Lizard is short and to the point." says Blossom, who then turns back forwards.

Buttercup rolls her eyes before doing the same.

"Whatever." says Buttercup.

But behind and below the 2 girls' notice, a familiar figure watches them fly off, perched from the side of a wall in an alley. The thin, chrome lenses on his red mask squint in annoyance.

"Great. Not only are they looking for the Professor, they're looking for me, too." says Peter, sighing in annoyance.

He then turns and begins to crawl downwards from the wall towards the trash can-lined alleyway.

"This night just keeps getting better and better..." mumbles Peter to himself as he does.

As Peter reaches a height of around 4 feet up from the ground, he performs a flip that pounces his lower body off the brick wall, letting his hands go last. He lands on all fours, crouching. He then raises himself up to his feet, standing upright.

Peter then places his right hand on his hip, with his right one placed under his masked chin, looking inquisitive. Peter then stands there and ponders his next move.

"Okay, the Professor's a lizard, and lizards are cold-blooded reptiles. It's the beginning of winter right now. Where would the warmest place in a city be..." says Peter aloud to himself.

He then begins looking around, first at the street next to him, then back into the alleyway. Peter then looks towards the ground, looking for a clue, only to see something that immediately hints him to the Lizard's location. Something buried beneath the snow that could just be made out by the human eye.

A manhole cover.

A round, grey manhole cover.

Leading to a nice, warm _sewer_ , no doubt.

Peter then lowers his hands down to his sides, not once taking his eyes off the metal lid.

"Oh. Duh. _Underground_." says Peter.

* * *

A circular light shines down into the darkness, shimmering against the water as it does. The adept blackness of the sewer encompasses the entire atmosphere. All of a sudden, a pair of bright red boots splash into the water, with a _plshh_ sound being resonated from it. A pair of chrome lenses squint and observe the darkness ahead.

"The warmest, widespread part of a city in the winter..." mumbles Peter aloud to himself.

Peter then begins to slowly trek through the cold waters below his knees while his upper body is exposed to the warmer temperatures of the sewer air itself.

"Yick! This place smells like Kong's armpit... _before_ football practice!" says Peter, jokingly, to himself as he walks through the thick and odorous waste and garbage.

Peter's gaze looks down at the murky water rushing through the sewer itself. Filled with waste, garbage, and lord knows what.

"Why do _I_ get stuck with the sewer? You never find the _girls_ working the sewer shift! _Never_ would I think to find the Powerpuff Girls in a sewer! O-or the Justice Friends!" rambles Peter, frustrated.

He continues onwards, picking up the pace a little bit.

"Well, maybe Krunk..." says Peter, taking it back a little bit.

A slight chill goes down Peter's spine in spite of the humidity of the underground world. He then sighs and shakes his head.

"Quit griping, Parker... you know what's really bothering you: you're scared. This Lizard creature could very well tear you limb from limb, and you can't even hurt him! Because in reality, he's a good man trapped in a monster's body..." muses Peter, remembering the task at hand.

Peter continues looking around, searching desperately for the Professor, if he's even down here. For all Peter knows, the Professor might not even be lurking down here in the sewer and could very well be at an even _warmer_ place.

An even warmer place filled with _innocent people_.

If that were the case... no! No, that wouldn't happen. The girls' cell phones are connected to the Powerpuff Hotline. They'd get a call from Mayor Bellum if the Lizard did attack a populated area, like a restaurant or the Townsville Mall, to seek shelter from the cold.

"Hello?! Professor?! You down here?! It's me, Spider-Man!" shouts Peter, calling through his hands cupped around his mouth.

Peter's spine begins chilling. He is clearly not alone down here.

"Your friend, Peter, told me about what happened to you! I came to take you back to the lab so that we can help you!" shouts Peter.

But as Peter continues searching, a figure, blended into the shadows, stalks him. A predator to the spider.

"Professor, are you here?!" asks Peter again, this time a tad louder.

A familiar tingle rings at the base of Peter's skull, alerting him to a nearby threat. Peter whips his head around, searching frantically for the threat.

"What the-?!" yelps Peter.

Looking around behind him, Peter's eyes dash back and forth, searching for the threat. His breath is quick, his pulse like that of a jackhammer.

"Huh... guess it was nothing..." mutters Peter to himself.

He then turns back around and continues on.

However, behind him, the silhouette watches from the dark, murky sewer water. Watching with piercing, glowing yellow eyes...

* * *

Peter soon reaches one of the primary water pump stations beneath the street. For the most part, it's filled with just... pipes. Metal pipes connected to concrete structures which, no doubt, extend for miles. Water pours everywhere from most every pump and tunnel and nook and cranny.

Peter stands on the edge of one of the tunnels, looking down into the deep, artificial cavern beneath him. The filthy water rushes against his ankles, causing him to look down and wince.

"Ugh... ! When I get home, my costume's going in the wash... 10 times!" exclaims Peter to himself.

He then turns his attention back to the underground maze, gazing down into the chasm beneath, wherein water is pumped directly out into Townsville Bay.

Peter then crouches down and reaches down to his shirt, lifting it up. He then flicks a switch on his belt, which instantly activates a bright, red light on the grey band.

He then stands upright and begins shining the light down into the chasm below. However, all that turns up is just... water.

An endless stream of water. An artificial waterfall.

Peter sighs.

"I don't suppose it'd be too much to ask for him to just show himself..." mumbles Peter aloud to himself.

However, just as he finishes saying that, the silhouette of a massive figure rises up from the water behind Peter, it's eyes glowing a bright yellow.

It's at this moment that an all-too familiar tingle at the base of Peter's skull rings off, causing him to quickly whip his head backwards.

"What the-?!" yelps Peter.

His face is met with 4 talons he is barely able to avoid by jumping a full 6 feet into the air and then landing on the "ceiling" of the sewage tunnel.

Peter then looks down to see the Professor, no _the Lizard_ , staring back up at him, taking on a defensive position. The beast then snarls.

" **RAAAAAAAAAAGGGGGHHHHHH!** " screams the beast.

"You, sir, would make a _pristine_ motivational speaker." says Peter, trying to ease the tension of the situation.

The Professor then turns back and quickly swings his long, whip-like tail at his costumed protege. Peter pounces off the ceiling just as the tail hits with a _crack!_ He then lands in the water behind him, also taking on a defensive position, himself.

The Professor takes a small step forwards, menacingly.

" **You sssshouldn't have followed me, Ssssspider-Man...** " growls the Professor.

"Professor, we've gotta get you back to the lab! W-we can fix this!" pleads Peter.

" **Your mammalian brain doesn't underssssstand!** " hisses the Professor.

Peter's eyes cock in confusion.

"What?!" asks Peter.

" **I do not want to be fixxxxxxed! I am better thisssssss way!** " says the Professor.

"Oh, man, Professor, that'd better just be the Neogenics in your brain talking..." starts Peter.

The Professor then swiftly turns and swings his tail down, with Peter barely dodging it. Peter pounces straight into the air, landing with his fingers and toes pressing against the curved surface of the tunnel, his eyes not once falling off trace of the aggressive, humanoid reptile.

"...'cause if that's your _human_ half, then we've got a problem!" finishes Peter.

The Professor merely snarls, his glowing eyes narrowing as he does.

" **Humansssss are weak. But reptilesssss...** " starts the Professor.

The beast leaps up with the gait and speed of a cheetah, completely catching Peter off guard...

...as well as with his talons.

"Gah!" yelps Peter as the Professor's long talons grapple on to his torso.

The 2 super-powered titans then fall into the murky water below. The Professor's snouted head stares down into the chrome lenses of Peter's mask, making them seemingly glow yellow.

" **...reptilesssss... are sssss _strong_!** " declares the Professor.

"Your _breath_ is certainly strong..." mumbles Peter.

Peter then places his foot against the Professor's stomach, giving a violent push, sending him reeling backwards with a splshh!

" **Oooof!** " yelps the Professor.

Peter then, shakily, climbs to his feet, getting into a defensive position in order to be ready to face the beast once more. The Professor, too, stands upright, his tail swishing back and fourth in the air behind him.

"You... you're not gonna win... I _will_ stop you... _save_ you... !" exclaims Peter.

An expression which can only be described as a smirk sneers across the Professor's snout, revealing his razor blade-like teeth.

" **Fool! I jussssst told you I don't _want_ to be sssssssaved! I don't _need_ ssssssaving!** " hisses the Professor.

"Professor, you're a good man, and I refuse to see you go down as a villain! But if I have to fight you to get you to listen to reason..." starts Peter.

Peter then dashes forwards, lunging towards the Professor.

"...then _so be it_!" finishes Peter.

Peter is met head on by an also-charging Professor, running on all fours. Both titans narrow their eyes.

"A **A** A **A** A **A** A **A** A **A** A **A** G **G** G **G** G **G** G **G** G **G** H **H** H **H** H **H** H **H**!" scream both Peter and the Professor.

* * *

"Whooooaaaaaahhhh!" yells Peter as he is hurled backwards from the tunnel.

Peter then slams backwards against a wall with a _crsh!_

"Oof!" yelps Peter.

Peter then shakes about in his small little "mini-crater" formed on the inside of the wall. He had just been hurled out of the tunnel by the physically stronger Professor, who had lifted him up as if he were a balloon.

"And that marks _how many times_ I've been slammed into something... ?" asks Peter aloud to himself.

However, just as Peter finishes that sentence, a familiar tingle at the base of his skull rings off, causing his head to shoot up...

...only to see a gigantic, humanoid reptile wearing a filthy, sewage-drenched lab coat and torn, black shorts leaping towards him.

" **I will feast on your bonesssss!** " hisses the Professor.

Peter manages to perform a backflip, causing him to land just above the crater, still clinging to the wall. The Professor slams into the crater, a _crrshh_ resonating as he does so.

"I mean, I like to eat the marrow inside chicken bones, myself. Just bust open each end of the bone and suck that stuff out..." says Peter, jokingly.

The Professor looks up at Peter, an angry scowl covering his snout. The beast then lets out a snarl.

" **You and the resssssst of your kind will perishhhhhhhh!** " declares the Professor.

"Oh, _perish_ forbid!" says Peter, mockingly.

The Professor swings his right arm forwards, bringing with it 4 long, black talons. Peter swiftly dodges out of the way of the claws, landing just a few feet above them. The Professor then pulls his talons out of the wall, looking at his hand for a moment and shaking it slightly. He then turns his attention back to Peter, a snarling scowl across his face.

" **You have no idea what'ssssss coming...** " growls the Professor.

"You're right, I don't. And guess what, Lizzy?" asks Peter.

Peter swiftly raises both arms, points them at the Professor, and with a _thwpp_...

...covers the Professor's eyes in a glob of thick, white webbing.

"Neither do _you_!" says Peter, answering his own question.

The Professor immediately begins tearing at the webbing covering his eyes, causing him to lose his footing somewhat. Peter then presses his feet against the wall, launching him downwards towards his mutated mentor.

It's then that the Professor manages to tear off the webbing with his claws in a _shrrpp_ , but too late to dodge Peter's plowing straight into him with a loud _thud_ to resonate throughout the sewer.

" **Oooof!** " yelps the Professor as Peter collides into his chest with his forearms.

Both combatants then begin falling through the chasm. For a brief moment, Peter manages to get a good look at the Professor's snouted face.

" _Listen_ , Professor! I'm _going_ to help you, whether you want me to or not! And _that's_ a promise from _Spider-Man_!" exclaims Peter.

" **Musssssst I keep reminding you that I don't _want_ or _need_ your help?!** " bellows the Professor.

"Don't need to! Because I know deep down that you _do_! Fight it, Professor! That's the _Neogenics_ talking! Not you!" begs Peter.

The Professor then lets out a light hiss, almost sounding like... scoffing.

" **Maybe _thisssss_ will get through your densssssse, _human_ sssssssskull!** " exclaims the Professor.

The Professor then grapples onto Peter's biceps and then begins to turn over his body, simultaneously flipping Peter onto the bottom so that the Professor is on top as the continue to descend downwards. Peter widens one of his eyes in confusion.

"What are you-?" begins Peter, only to painfully realize what the Professor means only a second later.

Peter's back instantly slams against a metal pole deep within the chasm with a _crrkk!_

"AAAAAGGGHHH!" screams Peter in pain as his back strikes the pole.

The Professor grins madly, his razor teeth showing through his maw. He does not take his claws off Peter's arms as he pins him to the pole.

" ** _Now_ do you sssssssee the error of man?! You are _weak_ , you humansssss! You are not _fit_ to ssssssurvive!** " hisses the Professor.

"M-maybe we're not-agh... we're not the s-strongest creatures on the face of the planet... b-but we _do_ offer more than y-you're willing to... to _acknowledge_!" mutters Peter.

" **No. That'ssssss where you're _wrong_! Your kind issssss cruel! You dessssstroy yourselves and other sssssspecies that alsssssso live on this planet with your warssssss and poaching! You cut down foresssssssts and pollute the ssssssky and sssssssea with no thought assssssss to the conssssequencessssss!** " explains the Professor.

Peter takes a moment to consider this.

"O... okay. M-maybe that's _true_ , but... what are you gonna do about it?" asks Peter.

" **I'm going to put man back in itsssssss placcccccce! You are _weak_ , and you cannot stop me!**" says the Professor.

He then raises up his left arm and lowers his talons towards Peter's chest. Peter, instinctively, grabs the Professor's arm with his free left hand, trying to keep it away from his torso. However, he is unable to overcome the Professor's sheer strength, as the talons reach Peter's chest. He then begins to move the 3 that did reach it downwards, horizontally, from the upper left to the lower right, causing some blood to erupt from Peter's skin as they do.

Beneath his mask, Peter clenches his jaw and squeezes his eyes shut as he tries to endure the pain.

"Auuuggh!" moans Peter, weakly, in pain.

 **"I, on the other hand, am _ssssstrong_! And I'm getting _sssssstronger_ every day!** " exclaims the Professor.

"I-if you're so s-strong... let's see h-how you handle a little... instability!" says Peter, semi-jokingly, semi-seriously.

Peter then shoves the Professor's arm away, raises up his elbow, and shoves it back down against the pipe with a _clnggg_ , with the force of a baseball being shot through a cannon. The rust built up against the pipe from years of exposure to the water fails to support it, and it shatters, sending both Peter and the Professor descending even lower.

They both land in the water with a _splshh_ and are swiftly washed away by the artificial current. Instantly, the Professor lunges at Peter, who manages to use the water and the current to his advantage, bouncing off the wall.

The Professor roars as he is sucked through another chamber, allowing Peter to continue on unabated, hopefully to freedom.

* * *

Peter is shot out from a pipe with a short burst of water, landing once more in a sewage current with a _splsh!_ Above him, a small beam of light shines through the nearby sewer grate.

"Oof!" yelps Peter as he makes impact.

He simply lays there for a second, catching his second wind. He then raises himself up to his feet, shakingly, making his way over to the ledge walkway next to the water. Peter then drops down to his knees, pressing his hands against the ledge, hacking up water as he does. He then doubles over once more on the ledge, lifting his arms up like a dead beetle.

"Oh, that sucked..." moans Peter in defeat.

* * *

Soaking wet, dinosaurian footsteps tread through the former battleground, water dripping as they step forward.

The Professor, after managing to find a break in the current and having dragged himself back up to a dry surface, had begun to make his way back towards where he had fought his former savior.

" **Sssssstupid humanssssss... they do not know anything!** " mutters the Professor.

As he makes his way back towards the edge, he overlooks the chasm he had just worked his way back to, looking at the infinite system of pipes that had been scrawled out to make way for the humans' water systems.

However, at this moment... a scent catches the Professor's attention. A very _familiar_ scent.

The Professor then begins to sniff about the air, bringing him to a wall on the right side. Walking back, the scent takes him back to where Spider-Man had managed to avoid one of his first blows against him. He then sniffs the spot for a few moments, taking a realization to where he had come across that scent before. Only hours earlier, in fact...

" **...Peter Parker?** " mumbles the Professor, questioningly.

After a few moments, the Professor lowers himself and snarls, showing his teeth.

" **RAAAAAAAAAAAAAAAAAGGGGGGGGGGGGHHHHHHHHHHH!** " howls the Professor, resonating through the sewers.

 **Hope y'all enjoyed this chapter. As always, remember to hit me up in the reviews and let me know your thoughts!**

 **Next up, his body battered, his spirit crushed, and the weight of his sense of responsibility at an all-time high, Peter has no choice but to turn to the girls for help. But in order to do that... SECRETS MUST BE REVEALED!**


	30. Chapter 30: Revelation

The blizzard blows hard as the city becomes more and more blanketed in snow. By now, the Emergency Broadcasting System would have gone off on all the television channels, warning everybody to get home and stay inside...

...if only Peter Parker had been told that 45 minutes ago.

In the lower suburbs of the city, near Pokay Oaks High School, a pair of red boots slowly trudge through the snow, slowed by the force of the wind.

Peter clutches his right arm with his left one as his pushes on towards his home. His fight with the Lizard had _not_ gone well. He had proven too strong and powerful for the teenager to handle, and overwhelmed him.

Now, he's got a semi-sprained arm, an aleady-infected wound in his chest, and is probably developing a severe case of hypothermia even as he trudges on, no doubt brought upon by being exposed to sewer water and then walking out into a freezing snowstorm.

Peter's teeth clatter as he shivers in the cold, trudging onwards.

"G-gotta... get home... !" mutters Peter, weakly.

The chrome lenses on his mask had proven useful in protecting his eyes from the snow, but they had been fogging up considerably, forcing him to rub the snow off with his left arm. His _good_ one. This had left his sprained right arm open to more pain.

"T-the peroxide and bandages are... in the b-bathroom. T-thank God that Aunt May's o-outta town for a few d-days." says Peter.

Aunt May had left just yesterday to go to Florida to visit her sister for 3 days, meaning she'd be back 2 days before Christmas. She had left Peter with $150 in for food and emergencies, and had let the Professor know so that her nephew could go to their house in case something came up.

Too bad she didn't foresee the prospect of the Professor turning into a monster.

As Peter slows, he stops in front of a familiar, white house. His own house.

Home. Such a heavenly word at the moment. Peter begins slowly, shakily approaching his humble abode, eventually getting right to the front door.

"G-good God, I have n-never been so happy t-to be... home!" says Peter, somewhat excitedly.

* * *

The front door slowly creaks open, allowing a dim, blue light to shine into the house, some garments of snowfall coming with it, too. Peter soon steps inside, still clutching his arm. As he gets around 2 and a half feet into the house, he softly kicks the door shut, closing it with a _clk!_

Still in full costume, Peter begins walking towards the stairs, passing through the living room with a slight limp. He had been progressively growing weaker, his radioactive blood working desperately to fight off the infection from the chest scar that the Professor had inflicted on him during their fight in the sewers.

"M-messed me up... pretty good..." mumbles Peter.

He then begins slowly walking up the stairs, each step feeling like an eternity. His body has become so weak as a result from the fight and his injuries so severe that he can't even walk straight. Peter then begins stumbling to his right side.

"W-whoaah!" yells Peter as he begins to collapse backwards.

He instinctively shoots his right arm out, placing his fingers against the wall. Instantly, an agonizing pain shoots down his arm.

"Aaaaaagggggghhhhh!" screams Peter.

Peter then manages to pull himself back to stability. He had felt his head become light when he caught himself from falling. Oh man, is he messed up. The fight had really taken a lot out of Peter.

As Peter removes his right arm from the wall, he moves his left one up to his head, rubbing it gently. Even his nerve glands have become more, well... sensitive. His body is clearly working to heal itself.

After taking a few moments to collect himself, Peter comes to a rational, _logical_ conclusion. Albeit, one that he himself couldn't be any _less_ of a fan of if he tried.

"I... I gotta get help. And that means..." mutters Peter, realizing what he must do.

* * *

At the Utonium Residence, the white exterior of the uniquely-shaped house makes it almost perfectly blend in with the snow.

Outside, the storm rages on. It had not stopped for the past hour, making it one of the strongest blizzards in the history of Townsville. The snow had now climbed up to around 5 feet at it's highest, completely burying the front doors of many houses. The only way one could get inside by this point is through their window...

...and how convenient is that for a teenager with the proportionate attributes of a spider.

Peter scales the front wall of the building, just above the front door, heading for the Powerpuff Girls' bedroom windows. The only people who could help him at this point, are the children of the threat at hand.

As Peter reaches the brightly illuminated window, he buckles, shifting his torso down as he freezes. His costume had become very cold by this point, and actually semi-frozen, due to it having been splashed around in water and then immediately after becoming exposed to the colder temperatures, the ice had already started to form within the fabric...

...oh, and it doesn't help that Peter can already feel the hypothermia coming on, too.

"R-r-really hope that... Blossom a-and her s-sisters are home..." mumbles Peter.

He then finally reaches the window, only to see Blossom, now in her sleep clothes, sitting on the edge of her bed, face in her arms. He can relate. After all, Peter is more than accustomed to losing a father...

"Blossom..." mumbles Peter sadly to himself.

He hates seeing his girl this way. Her tears reflect his own during situations like these, he finds. A reminder that, even in the life of a teenage hero, not even the most powerful hero in the world isn't devoid of being subjected to the horrors brought upon by the human race.

Kinda like what the Lizard said about humanity back in the sewers...

But as much as he would like to wrap Blossom in his arms and tell her that it'll be all right, he can't focus on that right now, certainly not with his head spinning due to the cold.

He slowly brings his right arm up to the window and gently taps his fist against the window a few times, with a resounding _clk, clk, clk_ to be heard along with it.

* * *

The faint sound of tapping brings Blossom out of her episode. She had been crying over her failure during their patrol. Failure to find the Professor. Failure to find Peter...

But that tapping immediately snaps Blossom out of it. Wiping her large, pink eyes, Blossom's eyes widen upon seeing a familiar pair of chrome lenses staring back at her.

"Spider-Man?" says Blossom, questioningly.

Getting to her feet, she heads to the window, not once taking her eyes off the lenses. When she finally gets to the window, she grabs towards the bottom and pulls up the window. Peter then climbs inside, shakily, still gripping his right arm.

"What are you do-" asks Blossom, only to stop upon seeing the costumed hero's worse-for-wear state.

Peter's costume basks in the stench of a dead animal, like a rat or a possum. The costume itself has multiple brown and green stains imbedded into the drenched fabric, almost as if he were swimming around in the sewers.

But the most horrifying of all is the scar. 3, long, gashing scratches punctured through the costume, with small bits of dried, crimson blood seeping from the edges.

Blossom's eyes widen as she takes in his appearance.

"What happened to you?!" asks Blossom in distress.

"T-tried to sing some Christmas c-carols… but then Frosty got mad… mmn-started beating me with a… broom…" says Peter, half-jokingly, half-delusional.

He then collapses to the ground, his consciousness slipping away, landing on the soft, pink carpet with a thnk!

Blossom gasps.

"Oh, my gosh!" squeaks Blossom.

Blossom instantly lowers herself towards the injured super-hero and lifts him up. She places him against the wall beneath the window he had just entered, allowing him to slump down as he sleeps.

The first thing Blossom does is take a look at the scar. Looks like an animal did-

Wait.

An animal?

The Professor!

Spidey had tried to fight the Professor, but no doubt had found more than he bargained for in the latter's mutated stage.

Upon coming to that realization, Blossom lifts her hand to Peter's neck, checking for a pulse. She then sighs in relief.

"Whew! He's alive…" thinks Blossom to herself.

Clearly some peroxide and bandages would be needed to fix up the scratch wounds in his chest.

"He's been out in the cold. The wound, from the looks of it, is infected. Gotta take the shirt-" thinks Blossom to herself before stopping.

Take off his shirt? Why not take off his mask to check for a fever? Certainly couldn't be done with it on.

Then again, there's the fact that Spider-Man, for whatever reason, maintains a secret identity. Whether it to hide a deformation or some kind of shame, he maintains it.

For months, Blossom has pondered the identity of Spider-Man, but nonetheless respected his secrecy, even keeping her sisters off his back and make sure they don't use their X-Ray vision to peek under the mask.

"Should I… ?" ponders Blossom to herself, unsure as to what to do.

Being the Commander and the Leader, she had always felt the need to set an example for others to follow. Honesty, fairness, respect, kindness. All things Blossom had valued throughout her entire life.

But now, if she maintains that respect, it could prove to be the ill of another man.

Blossom makes a decision. Unbeknownst to her, one that will change the course of her social life for years to come…

Blossom grabs the red, stained fabric of the mask and begins pulling, allowing Peter's caucasian skin, pale as a result of his sickness, to show through, along with his poofy, brown hair.

Eventually, Blossom gets the whole mask off, revealing his identity. It's an identity, though, that nearly makes Blossom choke on her own saliva at the sheer sight. Her eyes widen as she gasps loudly in pure shock, horror, and bewilderment.

Blossom stumbles back onto the floor, her butt hitting the carpet with a thud, her eyes widened.

It takes a moment for the Powerpuff leader to compose herself. At any point during the past few months Spider-Man had been active in Townsville, during all his encounters with her and her sisters, she could have easily used her X-Ray vision to discover his identity. She had merely chosen not to after their first encounter not long after the wall-crawler's first appearance out of mutual respect for his sheer heroics from fighting average crooks to saving her father from the likes of the Vulture.

Now, all signs of that trust are shattered as she looks on in disbelief at the very same thought running through her head.

" _Peter Parker is Spider-Man. Peter Parker IS Spider-Man. PETER PARKER IS SPIDER-MAN!_ " thinks Blossom frantically to herself.

* * *

Slight murmuring rings through Peter's ears as he begins to stir slightly. The sounds of... arguing.

"...should've known not to trust him!" murmurs the faint, scratchy voice of Buttercup, filled with rage.

"...must've had a reason for doing it..." says Bubbles, clearly attempting to be the voice of reason.

"...just don't understand why he would..." says Blossom's voice, filled with emotion, and on the verge of more tears.

Peter's eyes begin to flutter as he begins to wake up. All 3 girls turn their attention towards him as he does.

"He's waking up!" says Bubbles.

As Peter's eyes stem open, he takes in his surroundings. Still in the girls' bedroom, of course, the bright lights of the room shining into his eyes. He soon begins to rise up. Bubbles rushes to his side, holding on to his back as he rises up.

"Easy there, Peter!" says Bubbles.

Peter coughs a little bit.

"How do you feel?" asks Bubbles.

"Like I was the ball in a ping-pong machine." says Peter, still feeling sore.

He then looks down, seeing himself lying in the girls' bed with a blanket over him. Still in costume...

Wait.

She called him Peter.

Peter raises his hand up to his face, only to feel flesh instead of fabric. His eyes widen in shock. He instantly turns to Bubbles, who gives a nervous smile.

"Um... heh, uh..." sputters Bubbles, sheepishly.

All of a sudden, Buttercup turns from the doorway into the bedroom, steaming mad.

"Buddy, you got some nerve coming here!" says Buttercup, fuming.

Bubbles gets up and blocks Buttercup.

"Buttercup, stop it!" demands Bubbles.

"Why?! He hides his identity from us and expects us to _not_ feel betrayed?!" asks Buttercup.

Bubbles ponders this for a second.

"Maybe you have a point..." says Bubbles, admittedly.

Both girls turn back to Peter, who looks at them with weak eyes.

"Well, anything you gotta say for yourself?" asks Buttercup, sternly.

"Yeah. How long was I out?" asks Peter.

Buttercup's eyes widen in fury.

"You joking little-!" says Buttercup.

"Enough!" says Blossom, now standing in the doorway.

All 3 teens turn their attention towards her. Her hair is somewhat disheveled, messy. Nowhere _near_ as elegant as it would under normal circumstances. Her sclera is tinted with reddish veins, obviously brought upon by her excessive crying.

Peter looks down, guiltily. Great. Yet _another_ person close to him he's hurt because of his dual life. He then looks back up to her.

"Again, how long was I out?" asks Peter.

Blossom looks down and hesitates. She then sighs and turns back to him.

"An hour." says Blossom.

Peter looks back down at the blankets, dejected.

"Okay, my turn. What happened?" asks Blossom.

Peter turns back to face her once again.

"He's in the sewer." blurts out Peter.

All 3 girls' eyes widen in shock.

"Why would he go down there?" asks Bubbles.

"Duh, because it's winter! Sewers are warm. Reptiles are cold-blooded. He'd go there to, like, normalize his body temperature or whatever!" explains Buttercup.

"It's _regulate_ , Buttercup..." mutters Blossom, correcting her ravenette sister, her voice devoid of emotion.

"Same difference!" says Buttercup.

"Is there any way to find him?" asks Blossom.

"I doubt it. It's a maze down there. I went down there to look for him so I could bring him back here and then use the equipment in the lab to reverse his transformation. Instead, _he_ found _me_." explains Peter.

There is a silence around the room, soon broken by Buttercup.

"So, what do we do now?" asks Buttercup.

"We gotta find him, first of all. Some how lure him back here. He does _not_ wanna come back on his own." says Peter.

Buttercup turns back to face him, an incredulous look on her face.

"What'chu mean, _we_?" asks Buttercup.

Peter looks up at her.

"I-" starts Peter.

" _You_ betrayed our trust, went to go look for him, and almost got yourself killed fighting him! You're not going anywhere!" says Buttercup.

"But I-" starts Peter again.

"I can't believe you did what you did, Peter! That was stupid! A-and reckless! And... and _irresponsible_!" screams Buttercup.

"Buttercup, that's enough!" orders Blossom.

Peter's eyes flare with rage.

" _Irresponsible_?! _I_ go out and risk _my_ neck for the people I care about _every day_ , and _you_ wanna talk to _me_ about being irresponsible?!" asks Peter, angered.

"Yeah! That _is_ irresponsible! We _cared_ about you, Parker! And _you_ went behind our backs and _betrayed_ our trust!" says Buttercup, her tone matching Peter's anger.

Peter begins to slowly get up from the bed.

"Do you have _any_ idea what I've _lost_ because of these powers?! I never _asked_ for this life!" screams Peter.

"Stop it! This doesn't solve anything!" says Bubbles.

Peter is finally on his feet and shakily begins to approach Buttercup, eventually getting a few inches away from her face as they continue arguing.

"At least me and my sisters don't wear masks like cowards because we're afraid to face what we are!" roars Buttercup.

" _Coward_?! You call _me_ a coward?!" asks Peter.

"Peter! Buttercup! Stop it!" protests Blossom.

"Yeah! Only _cowards_ hide behind masks!" screeches Buttercup.

Peter clenches his jaw tightly.

"Take that back..." growls Peter.

"No, I won't! Admit it! You hide behind that mask because you're afraid!" screams Buttercup.

"You know _what_?! _You're right_! I _am_ afraid!" says Peter.

Once again, silence.

Peter takes the time to collect himself, as does Buttercup.

"What do you _mean_ , you're afraid?" asks Buttercup.

"I'm afraid of my personal life causing harm to the people I love the most. It being the cause of you guys, or Mike, or Robin, or... anybody in our friend circle getting hurt or killed because of me." explains Peter.

"H-how would we get hurt? We've taken impact from _missiles_ and got back up!" explains Buttercup.

"Does _Mac Gargan_ not ring a bell?" asks Peter.

Buttercup lowers herself for a minute, taking in Peter's words.

"If Mac, or Vulture, or Shocker found out who I was, I could never forgive myself... because Spider-Man and Peter Parker are one and the same." explains Peter.

Another silence among the 4 teens, before Bubbles breaks it.

"Peter, no offense, but... you stink." says Bubbles.

Peter sighs.

"This costume was starting to feel ragged, already." says Peter as he begins to walk out of the room, shakily.

Blossom looks towards the ground.

"Throw your costume in the hamper. You know where the shower is. The Professor has a change of clothes in his room." says Blossom.

She pokes her head out the door to her bedroom, looking at the dejected Peter.

"You can sleep in the guest room for the night." says Blossom.

"Thanks..." says Peter, dryly and remorsefully.

Blossom pulls her head back inside, looking at her 2 sisters. Buttercup's face is plastered with an unimpressed look on it, her hands at her hips.

"Even when he hurts you _personally_ , you _still_ feel the need to protect him." says Buttercup, flatly.

"Buttercup..." mumbles Blossom.

"I mean, Good Lord, Blossom! The dude kept his identity hidden from us and now you let him use our sho-" says Buttercup.

"Buttercup, that's enough!" says Blossom, demandingly.

Buttercup stops and backs down from there.

"I don't need you ragging on him anymore! Yes, it did feel traitorous that he did that, but he's sick and his injured! We can't just turn him away! That'd make us just as bad as the villains we fight!" explains Blossom.

Buttercup narrows her eyes, before storming towards the door.

"You sure _Peter_ isn't a villain?" asks Buttercup, just as she pushes past Blossom's shoulder on her way out.

Blossom rubs her shoulder as she looks at her sister leave. Bubbles sits down on the bed, exhausted.

"Blossom... what are we gonna do?" asks Bubbles.

Blossom looks towards the ground, trying to find an answer, but to no avail.

"I don't know, Bubbles. I don't know _what_ we're gonna do." says Blossom, gently.

* * *

The feeling of warm water runs down Peter's skin as he looks down at the shiny, white ground beneath him. He then looks down at his chest, which is somewhat healed, but still visibly red. Apparently, Blossom had pulled up his shirt in order to apply it. Wow. Even though she probably hates him at this point, she still had the kindness to prevent her boyfriend's sickness from getting worse.

He then shuts his eyes, ashamed of himself.

He'd really screwed the pooch this time. He had lied to Blossom. He had betrayed her and her sisters' trust.

Ironic, isn't it? He originally intended to tell Blossom his secret tonight, only for her to pull off his mask from his near-lifeless body slouched in her bedroom.

Well, he got his wish. For better or worse...

Peter sighs.

"Way to go, Parker. You're the _poster child_ for perfect boyfriend..." mumbles Peter aloud to himself.

Not even the feeling of the warm water on the pale skin of his cold, naked body can wash away Peter's sorrow.

 **Welp, secret's out! How this will affect the course of Peter Parker's life is anyone's guess, but one thing's for sure; IT JUST GOT A _LOT_ MORE COMPLICATED!**

 **As always, boys and girls, leave a review! I _love_ to hear your feedback!**


	31. Chapter 31: Confessive Forgiveness

**Note that this chapter is _heavily_ based on ****_Ultimate Spider-Man_ #8 and ****_A Nightly Visit_** **by Ash141** **. Props to the latter for inspiration, and check out his other works! They're great!**

The smell of her breath is the first thing Blossom feels as her eyes begin to flutter. She slowly begins to sit up, turning her head towards the window only to see that it's still nighttime outside. She doesn't even need to see the alarm clock to know the time. The snow continues to fall at an astronomical rate. Oh, where could the Professor be now in this freezing cold? Even after his transformation into a reptilian monster, Blossom still cares deeply for her father.

Blossom then lowers her head to see her silently sleeping sisters next to her, with Buttercup, on the right side, silently punching the air in her sleep, no doubt because of her current dream state, and Bubbles, on the left side, clutching onto to her beloved, purple Octi, whom is now worn and old, but still highly sentimental to Bubbles.

The redheaded teenager then floats silently into the air as to avoid disturbing her siblings' rest. She then makes her way towards the open door and continues floating down the hall. She eventually reaches the stairs and begins descending down towards the first floor of her house, paying mind to the scratch marks left behind by the Professor after he had rampaged out of the lab and crashed through the door. They had put up a makeshift, wooden plank in the door's place to keep the snow out, but who knows how long it'd hold out for.

* * *

The sounds of the kitchen faucet running are the only sound that can be heard running throughout the cold, seemingly empty house. Although her sisters and boyfriend (would ex- be more appropriate at this point?) are just upstairs in a deep slumber, Blossom is well aware that none of them would probably want to be awakened at this point in time.

Blossom then turns off the faucet and begins making her way from the kitchen back upstairs to her bedroom with her cup of water. As Blossom floats up the stairs, she begins thinking back to the initial shock she had endured when she discovered that Peter Parker is, in fact, the Amazing Spider-Man.

* * *

 _6 HOURS AGO..._

 _Blossom stumbles back onto the floor, her butt hitting the carpet with a thud, her eyes widened. In her grip is the red, and somewhat dirty, mask of the vigilante Spider-Man. In front of her is the actual Spider-Man, only the real one has the unconscious, bruised face of her boyfriend, Peter Parker. Peter's body is currently slouched as his arms and legs are spread out in front of him. His crimson and cobalt costume is still on him, but it's now littered with brown, green, and grey dirt and deep-hued water stains. On his chest, the small, stylized spider logo has 3 scratch marks going through it, a small bit of blood dripping from each one of them._

 _It takes a moment for the Powerpuff leader to compose herself. At any point during the past few months Spider-Man had been active in Townsville, during all his encounters with her and her sisters, she could have easily used her X-Ray vision to discover his identity. She had merely chosen not to after their first encounter not long after the wall-crawler's first appearance out of mutual respect for his sheer heroics from fighting average crooks to saving her father from the likes of the Vulture._

 _Now, all signs of that trust are shattered as she looks on in disbelief at the very same thought running through her head._

 _"Peter Parker is Spider-Man._ _Peter Parker IS Spider-Man._ _PETER PARKER IS SPIDER-MAN!" thinks Blossom frantically to herself._

* * *

Would she ever be able to build up trust in him again, after all the time he had been deceiving her and her family? Her friends? Playing her for a fool? She had allowed Peter into her circle and _this_ is the thanks she gets?

" _Shoulda looked under the mask first time 'round..._ " thinks Blossom, flustered with herself.

The redhead then turns the corner to head down the hallway and back to her room, the drink of water still in her hand.

However, as she passes the guest room, the location of space currently being occupied by her boyfriend, Blossom stops. She turns to face the door, which is open a crack in case Peter needs to shout for something. Blossom's super-sonic hearing picks up on the sounds of... Peter's voice? Blankets rustling?

Blossom reaches out with her right hand and slowly pushes open the door to the room. She is then treated to the sight of Peter shuffling around in his covers, tossing and turning in his sleep, while muttering mumbo jumbo, most likely from a dream.

It's not Peter tossing in his sleep, though, that worries Blossom. It's the words.

"N... need that money... !" mutters Peter in his sleep.

Let him endure his fears? Let him know how she had felt when he came back?

No. Not even in this lifetime. It's not like the Commander and Leader to just turn her back on someone, no matter their sins.

Blossom lowers herself to the ground and begins to walk towards Peter. As angry as she is, not even she can allow someone to be enveloped by their own nightmares. Blossom then rounds the bed and places her arms on Peter's form, shaking him slightly.

"Peter... Peter, wake up! Peter!" hisses Blossom.

"M-missed the part... my problem..." groans Peter in his dream state.

But unbeknownst to Blossom, the truth and reality behind her boyfriend's nightmare is far more horrifying than one would expect...

* * *

 _"Stop that guy!" shouts the security guard from behind._

 _But Peter fails to respond. The thief swiftly slips into the elevator. Just as the capsule closes, the promoter makes it to the exit. He raises his left hand and begins beating on it, but to no avail. He turns to face Peter, angrily._

 _"You coulda taken that guy apart! Now he's gonna get away with my money!" shouts the promoter._

 _"I missed the part where that's my problem." says Peter._

 _The phrase "my problem" echoes throughout Peter's ears._

* * *

Peter begins to slowly stir in his sleep as Blossom continues to shake him.

"Wake up, Peter!" says Blossom, a tad stronger this time.

"N... no... you... !" mutters Peter in his sleep.

* * *

 _Peter silently stalks the floor of the warehouse, trying to find him. The man. The thief. The burglar. The man who killed Uncle Ben._

 _However, as the costumed, spandex-clad teenager continues to prowl, trying to find this man, a familiar tingling goes off at the base of his skull, making him turn around at the sensation of trouble._

 _In front of him, a man. The man. His face is shrouded in shadow but his smirk is all the more noticeable. His gun is placed firmly in his right hand._

 _"Thought you'd seen the last of me?" asks the thief._

 _The sight of the gun's barrel reflects in Peter's chrome lenses. The sound of the click resonates in his ears. But before he can do anything..._

 _BANG!_

* * *

Blossom shakes Peter, now a little harder.

"Peter, get up! Snap out of it!" she says, her voice somewhat high.

But her boyfriend's tossing and turning continues to grow ever the more erratic, especially coupled with his superhuman strength.

"Uncle... Uncle Ben... !" groans Peter in his sleep.

* * *

 _Smoke bellows from the tip of the gun. Peter clutches his chest as the shock of the gunshot continues to resonate through his bones. His flesh. The every fiber of his being._

 _Just then... a voice._

 _"Peter..." says the voice._

 _Peter turns his head, the chrome lenses reflecting the one man he failed to save._ _On his striped shirt is a big splotch of red-colored blood, dripping onto the floor._

 _"...I wanted to tell you..." says Ben, his voice somewhat in a whimper._

It's at this moment that Peter wakes up, screaming.

* * *

"AAAGGHHH! UNCLE BEN!" shouts Peter as he flies up from his sleep, the tears already welling in his eyes.

Blossom manages to catch his bare, toned, and scarred chest as he springs forward.

"Peter, it was only a nightmare! A _nightmare_!" says Blossom.

Peter pants heavily, placing his hand over Blossom's. He then turns his head, slowly, to face her pink orbs.

"Blossom... ?" asks Peter, panting.

"Peter, are you okay?" asks Blossom, softly.

The tears begin to fall at a steady rate. Peter then almost jumps, clinging to his girlfriend in a big hug, the tears and sobs coming out all at once. Blossom returns the embrace, knowing that Peter would need some form of comfort at this moment.

"Shh, shh. It's okay, Peter. It's okay. I'm here." says Blossom, her voice equivalent to that of a mother.

"Blossom... don't leave me... please..." begs Peter through sobs.

"I won't." says Blossom, her eyes shut.

"P-promise... ?" asks Peter.

"I promise." says Blossom.

The sobbing continues for a few more moments before Peter speaks again.

"It's my fault... I couldn't save him... I couldn't save him..." mutters Peter, his sobbing beginning to die down.

* * *

Minutes later, Peter has calmed to the point where he can talk to his girlfriend. Currently, Blossom is sitting on the bed, somewhat slouched. Peter is laying all the way back, his head on her stomach. She continues to caress his brown hair as his hands are placed over his chest.

"You okay?" asks Blossom.

Peter sniffs.

"Yeah. I'm fine." says Peter with a sniff.

"Wanna talk about it?" asks Blossom.

"'Bout what?" asks Peter.

"Everything. Your nightmare, you being Spidey, all of it. I feel as though you've had it all bottled inside you for a while, but you've never had the chance to let it out." says Blossom

Peter hesitates. Why would he want to talk about the death of his uncle? He imagines that if the Professor was killed, or at least turned into a monster, Blossom might want to talk about it. For the Parker clan, death had never been the easiest subject to talk about, especially when it makes you an orphan.

But Blossom already knows his secret identity. Would it really hurt to tell her how he came to be Spider-Man in the first place? Would it make the awkwardness and unease between them regarding the whole thing go away or would it further increase the gap?

Peter decides to take a chance.

"Remember the field trip?" asks Peter.

Blossom cocks her brow at this.

"Field trip?" asks Blossom, confused.

"Yeah. The one to Otto Octavius' demonstration of the radioactive ray emitter?" asks Peter.

It takes Blossom a moment, but the thought of Peter collapsing soon comes back to her.

"You collapsed! From the radioactivity..." says Blossom.

"Yeah. Somehow, while the beam was emitting it's energy output, a small spider got in the way of the machine while Otto had his tentacles inside. The spider got free from the lead protection chamber and it bit me on my hand." explains Peter, raising the hand in question to show her, 2 minor bite marks still present in his flesh.

Blossom widens her eyes.

"That's why you collapsed! It _was_ the radiation, but it was transmitted in a more concentrated way!" exclaims Blossom.

"Yeah. After I got my powers, I felt guilty about rejecting you after you... kissed me. I wanted to use my powers as a way to repay my Aunt May and Uncle Ben for all the kindness they showed me after my parents died. I also wanted to get enough money together to try and apologize for what I did. I was gonna ask you out." explains Peter.

Blossom's heart stops for a moment at this. Peter wanted to make money to apologize to her. She had dated a boy or 2 in the past but none are like Peter in this respect.

"On my first day back after that whole radiation scare, Uncle Ben drove me to school. He tried to tell me something important, but I didn't wanna listen to him, and I told him off." says Peter, his voice conveying guilt.

Blossom's eyes remain shocked at this. What does Peter mean?

"That afternoon, I was supposed to go down to the library to study. Uncle Ben was supposed to pick me up there at 10. I didn't go to the library, though." explains Peter.

"You didn't?" asks Blossom.

"I went someplace else, someplace to win some money. An underground wrestling ring. I beat the champion wrestler and tried to get paid, but the guy wouldn't pay me. He got robbed a few seconds later." says Peter.

Blossom's eyes look on in curiosity.

"The thief was running right towards me, but I wanted... _revenge_. I let the thief... get away." says Peter.

The heartbeat in Blossom's lungs temporarily disappears at the sound of this.

"It was selfish and impulsive, but at the time, it made sense. But he decided to hit one more place... in the suburbs. Out of all the houses on our street he could have chosen... he chose mine." says Peter.

A stunned silence comes over the 2 teenagers as Peter slowly stops to compose himself.

"I don't exactly know what happened that night, but I do know that my Uncle Ben was shot and killed for the small amount of money that we had and the old hunk of rust on the curb." says Peter.

Blossom begins to recall that night. Peter's aunt had called the cops and then frantically came over to their house.

"I knew that you and your sisters would already be there, but I wanted him first... and I got him, too. I was about to kill him, but when I saw his face, I realized that I would be no better than him." says Peter.

Peter then slowly raises himself off of Blossom's stomach, now sitting up fully.

"I had the power... and yet I didn't use it. The last thing he said to me, in the car, was that with great power comes an equally great responsibility. By living by those words, I've been trying to atone for what happened to Uncle Ben for all these months." says Peter, now looking out the window.

Peter sighs, the shuts his eyes.

"Buttercup was right. I _am_ a coward." says Peter.

Blossom looks on at him, remaining that way for a few minutes.

"Why?" asks Blossom.

Peter turns back to face her.

"Why what?" asks Peter.

"Why didn't you tell me? Tell anyone?" asks Blossom, her voice a tad high.

Peter turns back to face the window.

"Because... if my enemies found out who I was, they'd target you. They'd target Aunt May. I could never forgive myself." says Peter.

"What do you mean?" asks Blossom.

"I'm not bulletproof, I don't have X-Ray vision, I don't have laser beams that come out of my eyes, and most of all, I don't have the city's public support behind me. You can protect the ones you love because you have the _means_ to. Me? I _need_ to live behind a mask because that's the only way the people I love stay protected." explains Peter.

"I can protect myself." says Blossom.

"That's not the point. If my identity were to come out, all the enemies I've made, all the bank robbers and purse snatchers I've thrown in jail, all the super-villains I've clobbered, they'd come back at me with a _vengeance_." says Peter.

Blossom takes a moment to ponder this. Peter's words speak a point. The Professor had been placed in danger multiple times because of his daughters' crime-fighting activities, but at least their ultra-super-powers had always given them an advantage over the villains. But Peter does speak the truth when he says that he's not bulletproof. His mask is his shield against that bullet.

"Now, look what's happened. The Professor's a giant, 8-foot tall reptile running around in the sewers below the city and I'm responsible. Those tests the 3 of us were running down in the lab, _I_ helped the Professor with his experiments." says Peter.

Blossom's brow furrows at this.

"So did I." says Blossom.

"But I had more foresight as to what could have happened." says Peter.

"What do you mean? What are you saying?" asks Blossom.

"Blossom, the Recombinator is what Mojo used to turn Mac into the Scorpion!" exclaims Peter.

Blossom sits there for a moment, shocked.

"And you... didn't say anything?" asks Blossom, her voice a squeak.

"I know, I know. I tried to tell you, but I couldn't blow my secret identity in front of you, even less the Professor. I even tried to make as many adjustments to both the formula and the Recombinator itself in the _hopes_ that the experiment could be successful. And now look what's happened." says Peter, muttering the last part.

He turns back to the window again.

"I was stupid and foolish, and now I helped to create a monster." says Peter.

Peter shuts his eyes for a moment, ashamed for failing the people he loves the most... again. Blossom looks on at him, unsure as to what to say. What _could_ she say? Peter does raise a good point by saying that his irresponsibility is what turned the Professor into a monster...

...but at the same time, if that's the case, then she's just as responsible as he is. After all, she, too, helped out with the experiment.

" _I've_ gotta _stop_ him. To _save_ him..." says Peter, trailing off.

Blossom looks on at her boyfriend, concerned.

"Why must it be _you_ of all people?" asks Blossom, softly.

Peter turns back to face her, a worn expression on his face.

"...because I _created_ him." finishes Peter.

"Peter, if you think you're responsible for what happened to the Professor, then I'm just as responsible as you are." says Blossom.

"That's not the point. I knew the risk but I went along, anyway." says Peter.

A mildly awkward silence overshadows the 2 teens for a moment, neither looking at one another. One the one hand, Blossom is disgusted at Peter's early actions after getting his powers, with his sheer selfishness and whatnot. His reasons may be clear and all, but the ends still don't justify the means...

...on the other hand, though, Peter had come a long way since what happened then. He atoned to his sins and has gone above and beyond since then. The Vulture, the Scorpion, Doc Ock, Mojo Jojo, Spider-Man had conquered them all over the course of 4 and a half months. And now all these feelings of guilt over what's happened to the Professor, even though she herself had been partially responsible for her father's transformation.. Peter might not think he deserves forgiveness...

...but maybe it's time that someone forgives Peter Parker, anyway. To show him that he'll make things right, as he always does.

Blossom leans in more towards Peter, the blue moonlight shining on both of their faces. She then reaches out with her right arm and places it on Peter's shoulders. Peter then turns back to face her, a light shining in his own eyes. Blossom then gives a half smile.

"You're not a coward." says Blossom.

"How can you say that?" asks Peter.

"Because I forgive you." says Blossom, her voice as soft as an angel.

Peter then turns to situate himself on the bed, now sitting and facing her. The 2 teens both lean in, their heads growing closer and closer to each other, only a few inches apart.

All of a sudden, Peter's fears, his thoughts, his worries, his insecurities... gone. Simply vanished. As Blossom looks up into her boyfriend's hazel eyes, he looks down at her pink orbs. For this moment, the 2 of them are in their own world. Free from Townsville, free from the Professor, even free from Bubbles and Buttercup.

Just Blossom and Peter. No one else. The couple then shut their eyes tightly.

Then, Peter leans in, and his lips lock with Blossom's. Blossom's arms quickly wrap themselves around Peter's neck as Peter's arms wrap around her body.

Blossom pushes Peter down onto the bed, their lips not once breaking contact. Peter's fingers clutch onto her back as he pulls her against himself, refusing to break away from the kiss. Blossom's hands, in spite of their lack of fingers, begin to skim across Peter's bare, muscular chest, still feeling the scratch marks from when he fought the Lizard in the sewers only a few hours earlier.

But enough about the Professor. They'd worry about him tomorrow. For now, just Peter Parker and Blossom Utonium. 2 nerdy, super-powered teenagers trapped in their own world with no one else to intervene or interrupt.

 **Only one word; fluffeh :D**

 **But, yeah. Take it or leave it. One thing's for sure. Romance is in the air!**

 **As always, reviews are a _must_!**


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